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Home My WebLink AboutC2015-355 - 6/16/2015 - Approved ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement("Agreement") between United HealthCare Services, Inc. ("United" in this Agreement) and City of Corpus Christi ("The City of Corpus Christi" in this Agreement) is effective October 1, 2015 ("Effective Date"). This Agreement, with its exhibits and incorporations by reference, covers the services United is providing to The City of Corpus Christi, either directly or in conjunction with one of United's affiliates, for use with The City of Corpus Christi's Self-Funded employee benefit plan and apply to claims for Plan benefits that are incurred on or after the Effective Date. United HealthCare Services, Inc. identifies this arrangement as Contract No.: 905560 By signing below, each party agrees to the terms of this Agreement. City of Corpus Christi United HealthCare Services,Inc. 1201 Leopard St 185 Asylum Street Corpus Christi,TX 78401 Hartford,CT 06103-3408 1/4/61„ i e �■ .. .a_ . / 1 Ronald L. son Ho y DurinJ City Manager R::ional C•' ract Manager 81ai 'I5 0(10015- Date Date ATTEST: 17}2_ Rebecca Huerta City Secretary Date °50 )1 APPROVED AS TO LEGAL FORM: .L-.G-» _ 1Lt4 Buck Brice (Date) Assistant City Attorney SECRETARY •• For City Attorney Incorporations by reference: Request for Proposal Event Number 41 United's proposal provided in response to Request for Proposal Event Number 41,as clarified in writing and as modified by Final Best and Final Offer ASA 4Q 2014 2015-355 6/16/15 Res. 030531 United HealthCare Services Inc. INDEXED Table of Contents Section 1 —Definitions 1 Section 2—The City of Corpus Christi Responsibilities 2 Section 3—Fees 4 Section 4—Records, Information,Audits 5 Section 5—Taxes And Assessments 7 Section 6—Indemnification 7 Section 7—Plan Benefits Litigation 8 Section 8—Mediation 8 Section 9—Termination 8 Section 10—Miscellaneous 9 EXHIBIT A—STATEMENT OF WORK 11 EXHIBIT B—FEES 23 EXHIBIT C—PERFORMANCE STANDARDS FOR HEALTH BENEFITS 25 EXHIBIT D—BUSINESS ASSOCIATE AGREEMENT 30 EXHIBIT E—HEALTH SAVINGS ACCOUNT ENROLLMENT AND CONTRIBUTION 45 Section 1 —Definitions When these terms are capitalized in the Agreement they have the meanings set forth below. The words may be singular or plural. Bank Account: Bank Account maintained for the payment of Plan benefits, expenses, fees and other The City of Corpus Christi financial obligations. Employee: A current or former employee of The City of Corpus Christi or its affiliated employer. HSA or Health Savings Account: A tax-advantaged account established by The City of Corpus Christi's Employees principally to fund certain qualified medical expenses. This account is maintained in accordance with applicable provisions of the IRC and associated guidance issued by the IRS/Treasury Department, as well as under various agreements and documents maintained between an enrolling Employee and the HSA trustee or custodian. IRC: The United States Internal Revenue Code of 1986,as amended from time to time. IRS: The United States Internal Revenue Service. Network: The group of Network Providers United makes available to the Plan who have entered into or are governed by contractual arrangements under which they agree to provide health care services to Participants and accept negotiated fees for these services. Network Pharmacy: A pharmacy, including a specialty pharmacy and mail delivery pharmacy which has entered into or is governed by a contractual arrangement with The City of Corpus Christi, the pharmacy benefit manager (PBM), or the PBM's affiliates under which the pharmacy agrees to provide prescription drug services to Participants.United is not administering the Network Pharmacy benefit. Network Provider: The physician, or medical professional or facility which participates in a Network. A provider is only a Network Provider if they are participating in a Network at the time services are rendered to the Plan Participant. Non-Network Pharmacy: A pharmacy, including a specialty pharmacy and mail delivery pharmacy which has not entered into or is governed by a contractual arrangement with The City of Corpus Christi, or the pharmacy benefit manager (PBM), or the PBM's affiliates under which the pharmacy agrees to provide prescription drug services to Participants. United is administering the Non-Network pharmacy benefit under the medical benefit portion of the Plan. Overpayments: Payments that exceed the amount payable under the Plan. This term does not include overpayments caused by untimely or inaccurate eligibility information. Participant: Employee or dependent who is covered by the Plan. PHI: Any information United receives or provides on behalf of the Plan which is considered Protected Health Information as the term is defined in the privacy regulations of the Health Insurance Portability and Accountability Act of 1996. Plan: The plan to which this Agreement applies, but only with respect to those provisions of the plan relating to the Self-Funded health benefits United is administering,as described in the Summary Plan Description. Plan Administrator: The current or succeeding person, committee, partnership, or other entity designated the Plan Administrator and who is generally responsible for the Plan's operation. 1 Proprietary Business Information: Nonpublic information, trade secrets, and other data including, but not limited to, sales and marketing information, management systems, strategic plans and other information about the disclosing party's business, industry, products and services,plans, specifications, operation methods, pricing, costs,techniques, manuals, know-how and other intellectual property, in written, oral or other tangible form, provided by one party to another or its representative; and all information, documents, technology, products, and services containing or derived from Proprietary Business Information which was or may have been transmitted, given or made available to or viewed by one party or another in the course of the receiving party's relationship. United's Proprietary Business Information shall include, but not be limited to, discounts and other financial provisions related to United's Network of healthcare providers and claims data from which those financial provisions can be derived and financial provisions related to prescription drug products covered under the medical benefit. This information is collectively known as"United's Financial PBI". Rebates: All rebates, discounts or other financial incentives (whether access, base, Prescription Drug List (PDL), incentive, market share, volume, or other), and administrative fees which United receives directly or indirectly from a pharmaceutical manufacturer and which are obtained in connection with prescription drug products dispensed to Participants under the Plan's pharmacy benefit or the medical benefit. Rebates do not include any purchasing discounts, provided that United obtains the same Rebates for prescription drugs regardless of where the prescription is dispensed. Rebates to customers are administered and paid under the medical benefit plan or pharmacy benefit plan as outlined in this Agreement. Self-Fund or Self-Funded: Means that The City of Corpus Christi, on behalf of the Plan, has the sole responsibility to pay, and provide funds, to pay for all Plan benefits. United has no liability or responsibility to provide these funds. This is true even if United or its affiliates provides stop loss insurance to The City of Corpus Christi. Summary Plan Description or SPD: The document(s) The City of Corpus Christi provides to Plan Participants describing the terms and conditions of coverage offered under the Plan. Systems: Means the systems United owns or makes available to The City of Corpus Christi to facilitate the transfer of information in connection with this Agreement. Tax or Taxes: A charge imposed,assessed or levied by any federal, state, local or other governmental entity. Following the Effective Date and after The City of Corpus Christi has provided three(3)months' worth of funds for the processing of claims and/or the payment of administrative fees, this Agreement is deemed executed by the parties. Treasury Department: The United States Department of the Treasury. Urgent Care Claims: A claim for medical services and supplies which meets ERISA's definition of Urgent Care Claim. Section 2—The City of Corpus Christi Responsibilities Section 2.1 Responsibility for the Plan. United is not the Plan Administrator of the Plan. Any references in this Agreement to United"administering the Plan" are descriptive only and do not confer upon United anything beyond certain agreed upon claim administration duties. Except to the extent this Agreement specifically requires United to have the fiduciary responsibility for a Plan administrative function, The City of Corpus Christi accepts total responsibility for the Plan for purposes of this Agreement including its benefit design, the legal sufficiency and distribution of SPDs, and compliance with any laws that apply to The City of Corpus Christi or the Plan,whether or not The City of Corpus Christi or someone The City of Corpus Christi designates is the Plan Administrator. The City of Corpus Christi represents and warrants that the Plan has the authority to pay fees due under this Agreement from Plan assets. 2 Section 2.2 Plan Consistent with the Agreement. The City of Corpus Christi represents that Plan documents, including the Summary Plan Description as described in Exhibit A — Statement of Work, are consistent with this Agreement. Nevertheless, before distributing any communications describing Plan benefits or provisions to Participants or third parties, The City of Corpus Christi will provide United with copies of the Summary Plan Description and Employee communications which refer to United or United's services prior to distributing these materials to Employees or third parties. The City of Corpus Christi will amend them if United reasonably determines that references to United are not accurate,or any Plan provision is not consistent with this Agreement or the services that United is providing. Section 2.3 Plan Changes. The City of Corpus Christi must provide United with notice of any changes to the Plan and/or Summary Plan Description within a reasonable period of time prior to the effective date of the change to allow United to determine if such change will alter the services United provides under this Agreement. Any change in the services to be provided by United under this Agreement which would be caused by any aforementioned changes must be mutually agreed to in writing prior to implementation of such change. United will notify The City of Corpus Christi if(i)the change increases United's cost of providing services under this Agreement or(ii) United is reasonably unable to implement or administer the change. If the parties cannot agree to a new fee within (30) thirty days of the notice of the new fee or if United notifies The City of Corpus Christi that United is unable to reasonably implement or administer the change, United shall have no obligation to implement or administer the change,and The City of Corpus Christi may terminate this Agreement upon(60)sixty days written notice. Section 2.4 Affiliated Employers. The City of Corpus Christi represents that together The City of Corpus Christi and any of its affiliates covered under the Plan make up a single "controlled group" as defined by the IRC. The City of Corpus Christi agrees to provide United with a list of The City of Corpus Christi's affiliates covered under the Plan upon request. Section 2.5 Information The City of Corpus Christi Provides to United. The City of Corpus Christi will tell United which of The City of Corpus Christi's Employees, their dependents and/or other persons are Participants. This information must be accurate and provided to United in a timely manner. United will accept eligibility data from The City of Corpus Christi in the format described in Exhibit A — Statement of Work. The City of Corpus Christi will notify United of any change to this information as soon as reasonably possible. United will be entitled to rely on the most current information in United's possession regarding eligibility of Participants in paying Plan benefits and providing other services under this Agreement. United will not be required to make retroactive eligibility changes, process or reprocess claims, but if United agrees to do so, additional fees may apply. United will apply electronic eligibility changes without imposing any extra fees. In the event that The City of Corpus Christi requests manual retroactive eligibility changes or retroactive eligibility changes to include claims reprocessing, United will make such changes only after the parties agree to the terms on which such changes will be made and any extra fees that would apply for doing so. United shall be entitled to rely upon any written or oral communication from The City of Corpus Christi, its designated employees, agents or authorized representatives. The City of Corpus Christi agrees to provide United (or cause The City of Corpus Christi's vendor to provide United), in a timely manner with all information that United reasonably requires to provide The City of Corpus Christi's Participants with disease management services as described in accordance with Exhibit A - Statement of Work and United's program guidelines. United shall be entitled to rely on the information that is provided to United in connection with United's provision of disease management services to The City of Corpus Christi's Participants. Section 2.6 Notices to Participants. The City of Corpus Christi will give Participants the information and documents they need to obtain benefits under the Plan within a reasonable period of time before coverage begins. In the event this Agreement is discontinued, The City of Corpus Christi will notify all Participants that the services United is providing under this Agreement are discontinued. Section 2.7 Escheat. The City of Corpus Christi is solely responsible for complying with all applicable abandoned property or escheat laws,making any required payments, and filing any required reports. 3 Section 3—Fees Section 3.1 Fees. The City of Corpus Christi will pay fees to United as compensation for the services provided by United. In addition to the fees specified in Exhibit B, The City of Corpus Christi must also pay United any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise agreed to by the parties. Section 3.2 Changes in Fees. United can change the fees on each Term anniversary("Renewal Term")on and after September 30, 2020, subject to the provisions of Exhibit B — Service Fees. United will provide The City of Corpus Christi with thirty (30) days prior written notice of the revised fees for subsequent Renewal Terms. Any such fee change will become effective on the later of the first day of the new Renewal Term or thirty(30) days after United provides The City of Corpus Christi with written notice of the new fees. United will provide The City of Corpus Christi with a new Exhibit B that will replace the existing Exhibit B for the new Renewal Term. United also can change the fees (i) any time there are significant and material changes made to this Agreement or the Plan, which affect the fees including the termination of the Shared Savings Program, (ii) when there are changes in laws or regulations which affect or are related to the services United is providing, or will be required to provide, under this Agreement, including the Taxes and fees noted in Section 5 Taxes And Assessments(iii) if the number of Employees covered by the Plan or any Plan option changes by ten percent (10%) or more or (iv) if the average contract size, defined as the total number of enrolled Participants divided by the total number of enrolled Employees, varies by 10% or more from the assumed average contract size set forth in Exhibit B. Any new fee required by such change will be effective as of the date the changes occur,even if that date is retroactive. If The City of Corpus Christi does not agree to any changes in service fees for the reasons stated above, The City of Corpus Christi may terminate this Agreement upon thirty (30) days written notice after The City of Corpus Christi receives written notice of the new fees. The City of Corpus Christi must still pay any amounts due for the periods during which the Agreement is in effect,prior to The City of Corpus Christi's elected termination date. Section 3.3 Due Dates, Payments, and Penalties. For the Standard Medical Service Fees described in Exhibit B, United will provide The City of Corpus Christi with an self billing invoice in advance of the first of each month, typically no later than the 18th of each month. The City of Corpus Christi shall calculate the amount of the Standard Medical Service Fees described in Exhibit B each month based upon the number of Employees enrolled in the medical plan on the first working day of the current month and provide United with a statement of amounts due. Monthly enrollment shall be measured as of the first day of the month to which the Standard Medical Service Fee applies, thereby including employees enrolled with effective dates of coverage on or before such first day of the month and excluding employees with effective dates of coverage occurring after such first day of the month. The amounts owed are due and payable thirty (30) days after The City of Corpus Christi's receipt of the invoice (Due Date). Such invoices are provided on an eligibility-based format, and therefore payment must be made as billed (no adjustments are allowed to the invoice). If authorized by The City of Corpus Christi pursuant to this Agreement or by subsequent authorization,certain fees will be paid through a withdrawal from the Bank Account. Late Payment: If amounts owed are not paid within thirty (30) days after receipt of the invoice ("Grace Period"), The City of Corpus Christi will pay United interest on these amounts at the interest rate that United charges to its self-funded customers, in accordance with applicable Texas Law. The City of Corpus Christi agrees to reimburse United for any costs that United incurs to collect these amounts in accordance with applicable Texas Law. United's decision to provide The City of Corpus Christi with a Grace Period will be based on United's assessment of The City of Corpus Christi's financial condition, as of the Effective Date, and The City of Corpus Christi's compliance with material financial obligations. If United determines, based on reasonable information and belief, that The City of Corpus Christi's financial condition has deteriorated, or The City of Corpus Christi continues to fail to comply with the material financial obligations specified in this Agreement, United may remove the Grace Period upon notice to The City of Corpus Christi and reserves the right to either charge interest on payments not received after the Due Date or terminate the Agreement if payments are not received by the Due Date in accordance with applicable Texas Law. 4 Section 3.4 Reconciliation. For each Renewal Term, United will reconcile the total amounts The City of Corpus Christi paid with the total amounts The City of Corpus Christi owed. If the reconciliation indicates that United owes The City of Corpus Christi money, The City of Corpus Christi's next fee invoice will be credited. If the reconciliation indicates that The City of Corpus Christi owes United money, United will invoice The City of Corpus Christi for the amount due. These amounts are due and payable thirty(30) days after The City of Corpus Christi's receipt of the invoice. For payments made after this thirty (30) day period, The City of Corpus Christi will pay United interest on these amounts at the interest rate that United charges to its other self-funded customers, in accordance with applicable Texas Law. If the Agreement is terminated, United will pay The City of Corpus Christi the amount owed within thirty(30)days after United performs a final reconciliation. If the final reconciliation indicates that The City of Corpus Christi owes United money, The City of Corpus Christi will pay United within thirty (30) days after receiving notice of the amount owed. For payments The City of Corpus Christi makes after thirty (30) days of receiving notice of the amounts that The City of Corpus Christi owes United, United will charge interest at the interest rate that United charge its other self- funded customers,in accordance with applicable Texas Law. Section 4—Records, Information, Audits Section 4.1 Records. United will keep records relating to the services it provides under this Agreement for as long as United is required to do so by law. Section 4.2 Access to Information. If The City of Corpus Christi needs information in United's possession for purposes other than an audit, but in order to administer the Plan, United will provide The City of Corpus Christi access to that information, if it is legally permissible, the information relates to United's services under this Agreement, and The City of Corpus Christi gives United reasonable advance notice and an explanation of the need for such information. The City of Corpus Christi represents that it has reasonable procedures in place for handling PHI, as required by law. The City of Corpus Christi will only use or disclose PHI to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. United will provide information only while this Agreement is in effect and for a period of twelve(12) months after the Agreement terminates and the completion of any run-out claim processing services, unless The City of Corpus Christi demonstrates that the information is required by law or for Plan administration purposes. United also will provide reasonable access to information to an entity providing Plan administrative services to The City of Corpus Christi, such as a consultant or vendor, if The City of Corpus Christi requests it. Before United provides PHI to that entity, the parties must sign a mutually agreed-upon confidentiality agreement, and the parties must agree as to what information is minimally necessary to accomplish the Plan administrative service. Section 4.3 Audits. During the term of the Agreement, and at any time within twelve (12) months following its termination and the completion of any run-out claim processing service period, The City of Corpus Christi or a mutually agreeable entity may audit United once each calendar year to determine whether United is fulfilling the terms of this Agreement. Prior to the commencement of this audit, United must receive a signed, mutually agreeable confidentiality agreement. The City of Corpus Christi must advise United in writing of The City of Corpus Christi's intent to audit. The place, time, type, duration, and frequency of all audits must be reasonable. All audits will be limited to information relating to the plan year in which the audit is conducted, and/or the immediately preceding plan year. With respect to United's transaction processing services, the audit scope and methodology will be consistent with generally acceptable auditing standards utilizing statistically valid random sample audit technique ("Scope"). 5 The City of Corpus Christi will pay any expenses that The City of Corpus Christi incurs in connection with the audit. In addition, The City of Corpus Christi will be charged a reasonable per claim charge and a$1,000 charge per day for audits outside of the following parameters: (1) more than one audit per calendar year; (2) any on-site audit visit that is not completed within five (5) business days; (3) sample sizes exceeding the Scope specified above. The additional fees cover the additional resources, facility fees,and other incremental costs associated with an audit that exceeds the Scope. In addition to The City of Corpus Christi's expenses and any applicable fees, The City of Corpus Christi will also pay any extraordinary expenses United incurs in connection with the audit. Examples of extraordinary expenses include unusual personnel expenses (including overtime), fees for excessive number of copies, overnight mail fees, bulk shipments etc. Prior to incurring such expenses the parties shall mutually agree upon the fees. The City of Corpus Christi will provide United with a copy of any audit reports within thirty (30) days after The City of Corpus Christi receives the audit report(s) from the auditor. If the report is available online The City of Corpus Christi will provide United with the information United needs to obtain the report, and if it is not available online The City of Corpus Christi will provide it to United. Section 4.4 Proprietary Business Information. Each party will limit the use of the other's Proprietary Business Information to only the information required to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. Neither party will disclose the other's Proprietary Business Information to any person or entity other than to the disclosing party's employees, subcontractors, or authorized agents needing access to such information to administer the Plan,to perform under this Agreement, or as otherwise permitted under this Agreement, except that United's Financial PBI cannot be disclosed by The City of Corpus Christi to any third party without United's express written consent. This provision shall survive the termination of this Agreement. Section 4.5 Service Auditor Reports. United may make its Type II service auditor report ("Report") available to United's self-funded customers each year for The City of Corpus Christi's review in connection with Plan administrative purposes only. The Report will be issued under the guidance of Statement on Standards for Attestation Engagements #16 (SSAE16). Should new guidelines covering service auditor reports be issued, United may make the equivalent of, or any successor to, the SSAE16 Type II Report available to United's self-funded customers. The Report is United's Proprietary Business Information and shall not be shared with any third parties without United's prior written approval except as required by Law; provided, however, that The City of Corpus Christi can share the Report with: (i) The City of Corpus Christi's independent public accounting firm; and/or(ii) The City of Corpus Christi's consultants,provided that such consultants are not in any way a competitor of United's and that The City of Corpus Christi informs its consultants that the report was not prepared for their use. To the extent that The City of Corpus Christi does provide the Report to its independent public accounting firm or a consultant as permitted herein, The City of Corpus Christi shall require that they retain the Report as confidential and that they not disclose such Report to any other persons or entities except as required by Law. Section 4.6 PHI. The parties' obligations with respect to the use and disclosure of PHI are outlined in the Business Associate Addendum attached to this Agreement as Exhibit D. Section 4.7 Non-Network Pharmacy Benefit Services. United will administer Non-Network Pharmacy Benefits under the Plan's medical benefit in accordance with the Summary Plan Description. Non-Network Pharmacy Claims Processing. United will process the claims received from a Non-Network Pharmacy in accordance with the Summary Plan Description under the Plan's medical benefit. 6 Section 5—Taxes And Assessments Section 5.1 Payment of Taxes and Expenses. In the event that any Taxes are assessed against United as a claim administrator as a result of United's services under this Agreement, including all topics identified in Section 5.3 The City of Corpus Christi will reimburse United through the Bank Account for The City of Corpus Christi's proportionate share of such Taxes(but not Taxes on United's net income). United will notify The City of Corpus Christi promptly following United's receipt of notice assessing or requiring United to pay such Taxes, and The City of Corpus Christi shall have the authority and discretion to either pay or dispute such Taxes itself. The City of Corpus Christi will notify United promptly in the event The City of Corpus Christi decides to pay or dispute such Tax. If The City of Corpus Christi chooses to bring The City of Corpus Christi's own action against the jurisdiction assessing the tax, United shall provide reasonable cooperation and assistance. If The City of Corpus Christi notifies United that The City of Corpus Christi wishes United to represent The City of Corpus Christi's interests in litigation challenging the tax, United shall bill The City of Corpus Christi for pro rata attorney's fees and costs from the time of notice forward, provided The City of Corpus Christi has paid any tax and other amounts under this Section due and owing up to the point of receipt of notice by United from The City of Corpus Christi. The City of Corpus Christi will also reimburse United for a proportionate share of any cost or expense reasonably incurred by United in disputing such Tax, including any interest, fines, or penalties relating to such Tax, unless caused by United's unreasonable delay or unreasonable determination to dispute such Tax. Section 5.2 Tax Reporting. In the event that the reimbursement of any benefits to Participants in connection with this Agreement is subject to Plan or employer based tax reporting requirements,The City of Corpus Christi agrees to comply with these requirements. Section 5.3 State and Federal Surcharges, Fees and Assessments. The Plan is responsible for state or Federal surcharges, assessments, or similar Taxes imposed by governmental entities or agencies on the Plan or United, including, but not limited to, those imposed pursuant to The Patient Protection and Affordable Care Act of 2010 ("PPACA"), as amended from time to time. This includes the funding, remittance and determination of the amount due for PPACA required taxes and fees. Section 6—Indemnification Section 6.1 United Indemnifies The City of Corpus Christi. United will indemnify The City of Corpus Christi and hold The City of Corpus Christi harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that The City of Corpus Christi incurs, including reasonable attorneys' fees, which arise out of (i) United's or United's vendors' failure in the aggregate to use the care, skill, prudence and diligence that a prudent claims administrator acting in a like capacity and familiar with such matters would use in the same or similar circumstances or willful misconduct in the performance of United's or United's vendors', subcontractors' or authorized agents' obligations under this Agreement; (ii ) fraud, embezzlement, or willful misconduct on the part of United's or United's vendors' employees, agents or representatives; or (iii) United's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the matter. Notwithstanding the foregoing, The City of Corpus Christi will remain responsible for payment of benefits and United's indemnification will not extend to indemnification of The City of Corpus Christi or the Plan against any claims, liabilities, damages, judgments or expenses that constitute payment of Plan benefits. This provision shall survive the termination of this Agreement. 7 Section 7—Plan Benefits Litigation Section 7.1 Litigation Against United. If a demand is asserted, or litigation or administrative proceedings are begun by a Participant or healthcare provider against United to recover Plan benefits related to its duties under this Agreement("Plan Benefits Litigation"), United will select and retain defense counsel to represent its interest. Section 7.2 Litigation Against The City of Corpus Christi. If Plan Benefits Litigation is begun against The City of Corpus Christi and/or the Plan, The City of Corpus Christi will select and retain counsel to represent its interest. Section 7.3 Litigation Against United and The City of Corpus Christi. If Plan Benefits Litigation is begun against the Plan and United jointly, and provided no conflict of interest arises between the parties, the parties may agree to joint defense counsel. If the parties do not agree to joint defense counsel, then each party will select and retain separate defense counsel to represent their own interests. Section 7.4 Litigation Fees and Costs. All reasonable legal fees and costs United incurs will be paid by The City of Corpus Christi (except as provided in Section 6.1) if United gives The City of Corpus Christi reasonable advance notice of United's intent to charge The City of Corpus Christi for such fees and costs, and United consults with The City of Corpus Christi in a manner consistent with United's fiduciary obligations on United's litigation strategy Section 7.5 Litigation Cooperation. Both parties will cooperate fully with each other in the defense of Plan Benefits Litigation. Section 7.6 Payment of Plan Benefits. In all events,The City of Corpus Christi is responsible for the full amount of any Plan benefits paid as a result of Plan Benefits Litigation. Section 7.7 Survival. This provision shall survive the termination of this Agreement. Section 8—Mediation Except in the case of United's termination due to The City of Corpus Christi's failure to provide funds for benefits or fees, in the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises between the parties,the parties agree to meet and make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty(30)days after the parties first met to discuss it, and either party wishes to pursue the dispute further, that party will refer the dispute to non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the mediation be initiated more than one year after the date one party first gave written notification of the dispute to the other party. A single mediator engaged in the practice of law,who is knowledgeable about employee benefit plan administration, will conduct the mediation under the then current rules of the AAA. The mediation will be held in a mutually agreeable site. The mediation will be held in Corpus Christi, Texas or a mutually agreeable site.Nothing herein is intended to prevent either party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. This provision shall survive the termination of this Agreement. Section 9—Termination Section 9.1 Services End. United's services under this Agreement stop on the date this Agreement terminates, regardless of the date that claims are incurred. However, United may agree to continue providing certain services beyond the termination date, as provided in Exhibit A—Statement of Work. Section 9.2 Termination Events. This Agreement may be terminated by United at the end of any contract period upon one hundred and eighty days (1 80) advance written notice and this Agreement may be terminated by The City of Corpus Christi at the end of any contract period upon advance written notice. 8 This Agreement may be terminated by United before the end of any contract period upon thirty (30) days written notice, if The City of Corpus Christi fails to cure any one or more of the following deficiencies, excluding failure to fund the Bank Account,before the end of the thirty(30)day notice period(i)United gives The City of Corpus Christi notice of The City of Corpus Christi's failure to pay the fees or other amounts The City of Corpus Christi owed United when due under the terms of this Agreement, unless The City of Corpus Christi calls United and provides an explanation satisfactory to United as to why the Bank Account was not funded, and The City of Corpus Christi's plans to remedy the shortfall, in which event United will agree to extend the time, or (ii) The City of Corpus Christi fails to provide the required funds for payment of benefits under the terms of this Agreement, unless The City of Corpus Christi calls United and provides an explanation satisfactory to United as to why the fees were not paid, and The City of Corpus Christi's plans to remedy the shortfall, in which event United will agree to extend the time or(iii) in the event of a filing by or against The City of Corpus Christi of a petition for relief under the Federal Bankruptcy Code This Agreement may be immediately terminated by The City of Corpus Christi before the end of any contract period if: (i) The Plan terminates, (ii) Any state or other jurisdiction prohibits a party from administering the Plan under the terms of this Agreement, or imposes a penalty on the Plan or United and such penalty is based on the administrative services specified in this Agreement. In this situation, the party may immediately discontinue the Agreement's application in such state or jurisdiction. Notice must be given to the other party when reasonably practical.The Agreement will continue to apply in all other states or jurisdictions. Either party may terminate this Agreement immediately upon written notice in the event of: i) the bankruptcy, insolvency or liquidation of the other party, or ii) the commission by the other party of any material breach of this Agreement which is not cured in connection with the performance of its duties under this Agreement. However, a material breach of this Agreement,excluding failure to fund the Bank Account,may be cured within thirty days (30) after written notice from the other party,or(iii) Any state or other jurisdiction prohibits a party from administering the Plan under the terms of this Agreement, or imposes a penalty on the Plan or United and such penalty is based on the administrative services specified in this Agreement. In this situation,the party may immediately discontinue the Agreement's application in such state or jurisdiction. Notice must be given to the other party when reasonably practical.The Agreement will continue to apply in all other states or jurisdictions. This Agreement shall automatically expire on September 30,2020. Section 10—Miscellaneous Section 10.1 Subcontractors. United can use its affiliates or subcontractors to perform United's services under this Agreement. United will be responsible for those services to the same extent that United would have been had it performed those services without the use of an affiliate or subcontractor. Section 10.2 Assignment. Except as provided in this paragraph, neither party can assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's prior written consent. That consent will not be unreasonably withheld. Assignees shall be required to carry the same insurance and bonding coverage as United is required to carry and comply with all other terms and conditions of this Agreement. Section 10.3 Governing Law. This Agreement is governed by the laws of the State of Texas. This provision shall survive the termination of this Agreement. Section 10.4 Entire Agreement. This Agreement, with its exhibits and incorporations by reference, constitutes the entire agreement between the parties governing the subject matter of this Agreement. This Agreement, with its exhibits and incorporations by reference, replaces any prior written or oral communications or agreements between the parties relating to the subject matter of this Agreement. The headings and titles within this Agreement are for convenience only and are not part of the Agreement. The headings and titles within this Agreement are for convenience only and are not part of the Agreement. Section 10.5 Amendment. Except as may otherwise be specified in this Agreement, the Agreement may be amended only by both parties agreeing to the amendment in writing, executed by a duly authorized person of each party. 9 Section 10.6 Waiver/Estoppel.Nothing in this Agreement is considered to be waived by any party, unless the party claiming the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non-breaching party waives it in writing. A waiver of one provision does not constitute a waiver of any other. A failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided in this Agreement, will in no way be construed to be a waiver of such provision of this Agreement. Section 10.7 Notices. Any notices, demands, or other communications required under this Agreement will be in writing and may be provided via electronic means or provided by United States Postal Service by certified or registered mail, return receipt requested, postage prepaid, or delivered by a service that provides written receipt of delivery. All notices must be addressed as follows or to such other address as a party may identify in a notice to the other party: To United: To The City of Corpus Christi: UnitedHealthcare City of Corpus Christi 2000 West Loop S 1201 Leopard Street Suite 900,TX034-1000 Corpus Christi, TX 78401 Houston, TX 77027 Attn: Carolina G. Walker Attn: Benefits Manager, Steve Viera Fax: 877-650-3084 Fax: 361-844-1730 Email: cgwalker(a uhc.com Email: SteveV(2 cctexas.com Section 10.8 Use of Name. The parties agree not to use each other's name, logo, service marks, trademarks or other identifying information without the written permission of the other; provided, however, each party grants the other party permission to use its name, logo, service marks, trademarks or other identifying information to the extent necessary for each party to carry out their obligations under this Agreement (e.g. on Employee Benefit Booklets, Participant communications and ID cards). Section 10.9 Compliance with Laws and Regulations. The parties agree to comply with all applicable federal, state and other laws and regulations with respect to this Agreement. Section 10.10 No Third Party Beneficiaries. Nothing in this Agreement shall confer upon any person other than the parties and their respective successors or assigns,any rights, remedies, obligations,or liabilities whatsoever. Section 10.11 Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. However, it is intended that a court of competent jurisdiction construe any invalid or unenforceable provision of this Agreement by limiting or reducing it so as to be valid or enforceable to the extent compatible with applicable law. Section 10.12 Non-Appropriations. All parties recognize that the continuation of any Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30 annually, is subject to appropriations and budget approval providing for such contract item as expenditure in said budget. The City does not represent that said budget item will actually be adopted; that determination is within the sole discretion of the City Council at the time of adoption of each budget. 10 Section 11 —Term The term of this Agreement will commence on October 1, 2015 and extend three years from that date. Thereafter, this agreement will automatically renew for two additional one-year terms unless written notice of termination is provided by either party as provided in section 9.2 Termination. EXHIBIT A—STATEMENT OF WORK The following are the administrative services United has agreed to provide to The City of Corpus Christi. The City of Corpus Christi may request that United provide services in addition to those set forth in this Agreement. If United agrees to provide services in addition to those set forth in this Agreement, those services will be governed by the terms of this Agreement and any amendments to this Agreement. The City of Corpus Christi will pay an additional fee, determined by United, for these additional services. The Services described in this Exhibit will be made available to The City of Corpus Christi's eligible Participants consistent with the Summary Plan Description under which the Participant is covered. Section Al Network Network Access, Management and Administration. United will provide access to Networks and Network Providers, as well as related administrative services including physician (and other health care professional) relations, clinical profiling, contracting and credentialing,and network analysis and system development. The make- up of the Network can change at any time. Notice will be given to The City of Corpus Christi and Plan Participants regarding departicipation of any major hospital providers and/or major multi-office physician organizations in advance or as soon as reasonably possible,but no later than 30 days after such change occurs. United generally does not employ Network Providers and they are not United's agents or partners, although certain Network Providers are affiliated with United. Otherwise, Network Providers participate in Networks only as independent contractors. Network Providers and the Participants are solely responsible for any health care services rendered to Participants. United is not responsible for the medical outcomes or the quality or competence of any provider or facility rendering services, including Network Pharmacies and services provided through United's affiliates' networks,or the payment for services rendered by the provider or facility. Value Based Contracting Program. United's contracts with some Network Providers may include withholds, incentives, and/or additional payments that may be earned, conditioned on meeting standards relating to utilization, quality of care, efficiency measures, compliance with United's other policies or initiatives, or other clinical integration or practice transformation standards. The City of Corpus Christi shall fund these payments due the Network Providers as soon as United makes the determination the Network Provider is entitled to receive the payment under the Network Provider's contract, either upfront or after the standard has been met. For upfront funding, if United makes the determination that the Network Provider failed to meet a standard,United will return to The City of Corpus Christi the applicable amount. United shall provide The City of Corpus Christi reports describing the amount of payments made on behalf of The City of Corpus Christi's Plan. Only the initial claims based reimbursement to Network Providers will be subject to the Participant's copayment, coinsurance or deductible requirements. The City of Corpus Christi will pay the Network Provider the full amount earned or attributable to its Participants, without a reduction for copayments or deductibles and agree that there will be no impact from these payments on the calculation of the Participant's satisfaction of their annual deductible amount. 11 Section A2 Recovery Services Claim Recoveries. United will provide recovery services for Overpayments, but United will not be responsible for recovery costs except as otherwise stated in this section. United will be responsible for recovery costs and reimbursement of any unrecovered Overpayment only to the extent the Overpayment was due to United's gross negligence. In some instances, United may be able to obtain Overpayment recoveries by applying (or offsetting) the Overpayment against future payments to the provider made by United. In effectuating Overpayment recoveries through offset, United will follow its established Overpayment recovery rules which include, among other things, the prioritization of Overpayment credits based on the age of the Overpayment in United's system and funding type. In United's application of Overpayment recovery through offset, timing differences may arise in the processing of claims payments, disbursement of provider checks, and the recovery of Overpayments. As a result,the Plan may in some instances receive the benefit of an Overpayment recovery before United actually receives the funds from the provider. Conversely, United may receive the funds before the Plan receives the credit for the Overpayment. It is hereby understood that the parties may retain any interest that accrues as a result of these timing differences. Details associated with Overpayment recoveries made through offset will be identified in the monthly reconciliation report provided to the designated representative for The City of Corpus Christi's Plan. Subrogation. United will also provide services to recover Plan benefits that were paid and are recoverable by the Plan because payment was or should have been made by a third party for the same medical expense (other than in connection with coordination of benefits, Medicare, or other Overpayments). This is referred to as "Third Party Liability Recovery" (or "subrogation").The City of Corpus Christi will not engage any entity except United to provide the services described herein without United's prior approval. Recovery Fees. The City of Corpus Christi will be charged fees when any of the services described herein are provided by United through a subcontractor or affiliate. The fees are deducted from the actual recoveries. The City of Corpus Christi will be credited with the net amount of the recovery. Recovery Process. The City of Corpus Christi delegates to United the discretion and authority to develop and use standards and procedures to aggressively pursue all potential recoveries in excess of$40.00, including but not limited to, whether or not to seek recovery, what steps to take if United decides to seek recovery, and the circumstances under which a claim may be compromised or settled for less than the full amount of the claim. The City of Corpus Christi acknowledges that use of United's standards and procedures may not result in full or partial recovery for any particular case. United will not pursue any recovery if it is not permitted by any applicable law, or if recovery would be impractical. United may initiate litigation to recover payments, but United has no obligation to do so. If United initiates litigation,The City of Corpus Christi will cooperate with United in the litigation. If this Agreement terminates, or, if United's recovery services terminate, United can continue to recover any payments United is in the process of recovering. The appropriate fees will continue to be deducted from the actual recovery, when and if a recovery is obtained. Fraud and Management. United or its affiliate will provide services related to the detection, prevention, and recovery of abusive and fraudulent claims. United's Fraud and Abuse Management processes will be based upon United's proprietary and confidential procedures, modes of analysis and investigations. United will use these procedures and standards in delivering Fraud and Abuse Management services to The City of Corpus Christi and United's other customers. These procedures and standards include, but are not limited to: whether or not to seek recovery, what steps to take if United decides to seek recovery,and under what circumstances to compromise a claim or settle for less than the full amount. The City of Corpus Christi delegates to United the discretion and authority to use such procedures and standards, including the authority to undertake actions, including legal actions, which have the largest impact for the largest number of customers. The City of Corpus Christi acknowledges that the use of these procedures and standards may not result in full or partial recovery or in full recovery for any particular case. United does not guarantee or warranty any particular level of prevention, detection, or recovery. United agrees to perform Fraud and Abuse Management services pursuant to the industry standards for such services. If this Agreement terminates, or if United's claim recovery services terminate, United can elect to continue fraud and abuse recoveries that are in progress, and the fees will continue to apply. 12 Section A3 Providing Funds Responsibility for Payment of Plan Benefits. The Plan is Self-Funded. The City of Corpus Christi is solely responsible for providing funds for payment for all Plan benefits except when The City of Corpus Christi is recognized as both the provider of covered services and the payee and check suppression services apply. Bank Account. United, on The City of Corpus Christi's behalf, will open and maintain a Bank Account at the Bank under United's sole control ("Bank") to provide United the means to access The City of Corpus Christi's funds for the purpose of payment of Plan benefits, Plan expenses(such as state surcharges or assessments), or other The City of Corpus Christi financial obligations and, when authorized by The City of Corpus Christi, fees. The Bank Account will be a part of the network of accounts that have been established at the Bank for United's self-funded customers. The funds in the Bank Account are The City of Corpus Christi's and will not be comingled with any other customer funds. United has arrangements with Bank of America to cover any lost funds in excess of the FDIC Insurance for United's self-funded customers. Any City of Corpus Christi funds recovered from the FDIC and/or Bank of America will be returned to the City of Corpus Christi. Balance In Account. The City of Corpus Christi will maintain a minimum balance in the Bank Account in an amount equal to not less than 6 days of expected Bank Account activity. United will establish this amount based on expected Plan payment obligations, with appropriate adjustments for anticipated non-daily activity (e.g., fee payments) as determined by United. United will determine if circumstances warrant increasing this minimum balance, and will notify The City of Corpus Christi if and when the required minimum balance or the amount changes. The required minimum balance is based on The City of Corpus Christi's financial condition as assessed by United. In the event United determines, based on reasonable information and belief, that The City of Corpus Christi's financial condition has deteriorated or The City of Corpus Christi continues to fail to comply with the material financial obligations specified in this Agreement, United may revise the required balance effective five (5) days from the date of notice to The City of Corpus Christi. Issuing and Providing Funds for Checks and Non-Draft Payments. Checks and/or non-draft payments will be written on and/or issued from one or more common accounts that are a part of the network of accounts maintained at the Bank for United's self-funded customers. When the checks for Plan benefits are presented to the Bank, the Bank will notify United and United will direct the Bank to either reject the checks or to withdraw funds from the Bank Account to fund the checks that are cashed. Transfers of Funds. Funds will also be withdrawn from the Bank Account when a transfer of funds has been made electronically. United will direct the Bank to withdraw funds from the Bank Account to fund the non-draft payments or expenses as they are issued. Calls for Funds. The withdrawals from the Bank Account are paid for by the balance The City of Corpus Christi maintains in the Bank Account. This balance will be drawn down each banking day to satisfy the previous day's liability. The City of Corpus Christi will initiate Automated Clearing House (ACH) transfers from The City of Corpus Christi's own designated funding bank account to the Bank Account for amounts that are due. Every 5 business day(s), United will notify The City of Corpus Christi of the amount due and The City of Corpus Christi will within the next business day, initiate ACH transfers from The City of Corpus Christi's own designated funding bank account to the Bank Account. The number of days between transfers and the method of transfer are based on The City of Corpus Christi's financial condition as of the Effective Date as assessed by United, as well as The City of Corpus Christi's compliance with material financial obligations. United reserves the right to increase the frequency of such fund transfers and/or change the method of transfer if United determines, based on reasonable information and belief, that The City of Corpus Christi's financial condition has deteriorated, or The City of Corpus Christi continues to fail to comply with the material financial obligations specified in this Agreement. 13 Underfunding. If The City of Corpus Christi does not provide the amounts sufficient to maintain the required minimum balance in the Bank Account,or to cover Bank Account withdrawals: (1)The City of Corpus Christi must immediately correct the deficiency and provide prompt notice to United. (2) If United learns of the funding deficiency, United will notify The City of Corpus Christi within one business day so The City of Corpus Christi can correct the deficiency. (3) United may stop issuing checks and non-draft payments and suspend any of its other services under this Agreement for the period of time The City of Corpus Christi does not provide the required funding. (4) If The City of Corpus Christi does not correct the funding deficiency within three banking days of United's notice to The City of Corpus Christi, United may terminate this Agreement as otherwise set forth in this Agreement, such termination to be effective the first day such funding deficiency began. The City of Corpus Christi will pay interest on the amount of underfunding at the standard rate that United charges to its self-funded customers for underfunding of bank accounts,in accordance with applicable Texas Law. Stop Payments on Outstanding Checks. At The City of Corpus Christi's expense, United may place stop payments on checks if United determines that The City of Corpus Christi has insufficient funds in its own designated funding bank account to honor such checks. United will send a search letter to the payee on all checks that have not been cashed within six (6) months. United will automatically stop payment on all checks that have not been cashed within twelve(12)months and provide The City of Corpus Christi with reports The City of Corpus Christi needs for the purposes of performing escheat. The City of Corpus Christi is solely responsible for determining to file and/or filing unclaimed property once notified,or for making unclaimed payee payments directly. Funding After Termination. When this Agreement terminates, the funding method for Plan benefits will remain in place for a limited period as determined by the parties. United will stop payment on all checks that remain uncashed twelve (12) months from their date of issue, unless The City of Corpus Christi requests to close the Bank Account sooner. The City of Corpus Christi will request in writing to close the Bank Account and United shall take actions necessary to allow The City of Corpus Christi to recover any funds remaining in it. United will provide bank statements and Bank Account reconciliation reports, including reports The City of Corpus Christi needs for the purposes of performing escheat. Section A4 Medical Benefit Drug Rebate Payments Allocation and Payment of Rebates. From time to time, United or a subcontractor may negotiate with drug manufacturers regarding the payment of medical benefit Rebates on applicable prescription drug products dispensed to Participants under the Plan's medical benefit. The City of Corpus Christi will receive 80%of the medical benefit Rebates United receives. United will retain the balance of such medical benefit Rebates as part of United's compensation. When United negotiates directly with drug manufacturers for the payment of medical benefit Rebates to United, United will pay The City of Corpus Christi the agreed upon Rebates within thirty (30) calendar days of United's receipt of such Rebates from the drug manufacturer. If United is not able to make payment to The City of Corpus Christi within thirty (30) calendar days, United will pay interest on such Rebates from the date of receipt until United makes payment to The City of Corpus Christi, less approximately thirty (30) days for processing. United will retain interest earned during this processing timeframe. United will pay medical benefit Rebates to The City of Corpus Christi in the agreed upon amount no less than annually. Interest will be paid at the one month London Interbank Offered Rate(LIBOR)in effect on the first business day of each applicable month. The City of Corpus Christi will only receive The City of Corpus Christi's medical benefit Rebates to the extent that medical benefit Rebates are actually received by United. Thus, for example, if a government action or a major change in pharmaceutical industry practices prevents United from receiving medical benefit Rebates, the amount The City of Corpus Christi receives may be reduced or eliminated. The City of Corpus Christi agrees that during the term of this Agreement, neither The City of Corpus Christi nor the Plan will negotiate or arrange or contract in any way for medical benefit Rebates on or the purchase of prescription drug products from any manufacturer under the Plan's medical benefit. If The City of Corpus Christi or the Plan does, United may, without limiting United's right to other remedies, immediately terminate The City of Corpus Christi's and Plan's entitlement to medical benefit Rebates (including forfeiture of any medical benefit Rebates earned but not paid). In addition, The City of Corpus Christi agrees to reasonably cooperate with United in order to obtain medical benefit Rebates. 14 Subcontractor Compensation. If a subcontractor is involved in negotiating with drug manufacturers regarding the payment of medical benefit Rebates, it may retain a portion of the gross amounts received from drug manufacturers in connection with such products. United will provide information on the amount, if any, retained by the subcontractor as compensation for its services, in advance of The City of Corpus Christi's execution of this Agreement. In addition, United will provide The City of Corpus Christi with thirty(30) days advance notice of any material increase in or method for subcontractor compensation. If at any time The City of Corpus Christi does not find the subcontractor compensation acceptable, The City of Corpus Christi may terminate the medical benefit Rebates services after thirty(30)days advance written notice to United. Section A5 Claims Determinations and Appeals Claim Procedures. If United denies a Plan benefit claim, the claimant shall have the appeal rights set forth in the Employee Benefit Booklet, and/or which are required under applicable law. If United determines that all or a part of the benefit is not payable under the Plan, United will notify the claimant of the adverse benefit determination and of the claimant's right to appeal the adverse benefit determination. This notification will be designed to comply with applicable requirements for adverse benefit determination notices. The City of Corpus Christi appoints United a named fiduciary under the Plan with respect to (i) performing initial benefit determinations and payment and (ii) performing the fair and impartial review of first level internal appeals. As such, The City of Corpus Christi delegates to United the discretionary authority to (i) construe and interpret the terms of the Plan and (ii) determine the validity of charges submitted to United under the Plan. This delegation is subject to The City of Corpus Christi's retention of full responsibility as Plan Administrator for the final review of adverse benefit determinations and to make final,binding determinations concerning the availability of Plan benefits under the Plan's internal appeals process. If United denies a Plan benefit claim, in whole or in part, United will notify the claimant of the adverse benefit determination and the claimant shall have the appeal rights set forth in the Summary Plan Description, and/or those which are required under applicable law. If a second internal appeal is requested, United will forward to The City of Corpus Christi documentation regarding the adverse benefit determination necessary for The City of Corpus Christi to conduct the final internal appeal. The City of Corpus Christi will notify United and the claimant of the outcome of the final internal appeal. The City of Corpus Christi's determination will be final and binding on the claimant and all other interested parties, except as otherwise provided under the external review program described in this Section. Appeals of Urgent Care Claims. Except as otherwise provided in this Agreement, The City of Corpus Christi appoints United a named fiduciary under the Plan with respect to appeals of Urgent Care Claims. United will conduct one review of a denied Urgent Care Claim and issue a final determination as soon as possible, in accordance with applicable law. The City of Corpus Christi delegates to United the discretionary authority to construe and interpret the terms of the Plan and to make final binding determinations concerning the availability of Plan benefits regarding these claims. Voluntary Appeal Rights. The procedure for reviewing disputed claims contained in either collective bargaining agreements or the Plan document may require The City of Corpus Christi or the local unions to directly participate in the adjudication process regarding disputed claims under these disputed claims procedures. The City of Corpus Christi shall be solely responsible for handling the appeals made by Employees, Participants or their unions under these procedures and shall be the claims fiduciary with respect to decisions made under these procedures. However, United will cooperate with The City of Corpus Christi in providing information and/or assistance regarding any such medical claims that are disputed under these procedures, including, but not limited to, providing information regarding the initial claims decision. 15 Section A6 Systems Access Access. United grants The City of Corpus Christi the nonexclusive, nontransferable right to access and use the functionalities contained within the Systems, under the terms specified in this Agreement. The City of Corpus Christi agrees that all rights, title, and interest in the Systems and all rights in patents, copyrights, trademarks, and trade secrets encompassed in the Systems will remain United's. To obtain access to the Systems, The City of Corpus Christi will obtain, and be responsible for maintaining, at no expense to United,the hardware, software, and Internet browser requirements United provides to The City of Corpus Christi, including any amendments thereto. The City of Corpus Christi will be responsible for obtaining an Internet Service Provider or other access to the Internet. The City of Corpus Christi will not (i) access Systems or use, copy, reproduce, modify, or excerpt any Systems documentation provided by United in order to access or utilize Systems, for purposes other than as expressly permitted under this Agreement or(ii) share, transfer or lease The City of Corpus Christi's right to access and use Systems, to any other person or entity which is not a party to this Agreement. The City of Corpus Christi may designate any third party, with prior approval from United, to access Systems on The City of Corpus Christi's behalf, provided the third party agrees to these terms and conditions of Systems access and The City of Corpus Christi assumes joint responsibility for such access. Security Procedures. The City of Corpus Christi will use commercially reasonable physical and software-based measures to protect the passwords and user IDs provided by United for access to and use of any web site provided in connection with the services. The City of Corpus Christi shall use commercially reasonable anti-virus software, intrusion detection and prevention system, secure file transfer and connectivity protocols to protect any email and confidential communications provided to United, and maintain appropriate logs and monitoring of system activity, The City of Corpus Christi shall notify United within a reasonable timeframe of any (a) unauthorized access or damage, including damage caused by computer viruses resulting from direct access connection, and (b) misuse and/or unauthorized disclosure of passwords and user IDs provided by United which impact the System. Termination. United reserves the right to terminate The City of Corpus Christi's System access (i) on the date The City of Corpus Christi fails to accept the hardware, software and browser requirements provided by United, including any amendments thereto or (ii) immediately on the date United reasonably determines that The City of Corpus Christi has (i) breached, or allowed a breach of, any applicable provision of this Section or (ii) materially breached or allowed a material breach of, any other applicable provision of this Agreement. The City of Corpus Christi's System Access will also terminate upon termination of this Agreement, provided however that if run-out is provided in accordance with Exhibit A - Services, The City of Corpus Christi may continue to access applicable functionalities within the Systems during the run-out period. Upon any of the termination events described in this Agreement, The City of Corpus Christi agrees to cease all use of Systems, and United will deactivate The City of Corpus Christi's identification numbers,passwords, and access to the System. Section A7 Health Savings Account(HSA) Health Savings Account(HSA). United will provide The City of Corpus Christi with an HSA in accordance with Exhibit A - Statement of Work. The HSA is not subject to ERISA, and accordingly, any provisions of this Agreement which reference ERISA or which establish upon United an obligation to provide reporting or other services standardly associated with an ERISA plan shall not apply to the HSA and any services relating thereto. The City of Corpus Christi acknowledges that HSAs are subject to contribution limits and other requirements imposed by the IRC and associated guidance issued by the IRS/Treasury Department. The City of Corpus Christi acknowledges and agrees that United shall have no obligation to ensure compliance with any requirements or limitations pertaining to HSAs, their establishment and/or use. To the extent that The City of Corpus Christi has established contribution amounts and other HSA program requirements applicable to The City of Corpus Christi Enrolling Employees, The City of Corpus Christi will advise United of such requirements. United will not verify that distributions from The City of Corpus Christi's Enrolling Employees' HSAs are for qualified medical expenses. United's affiliate, Optum Bank, Inc., will accept HSA eligibility and account setup information from The City of Corpus Christi directly for The City of Corpus Christi's Participants as stated in Exhibit E. 16 Schedule of Services A. ACCOUNT MANAGEMENT SERVICES Service • Comments Implementation and maintenance of account. Enrollment meetings and support for locations that meet Minimum six weeks notice of meeting. United's criteria. Standard initial enrollment kit. Bulk mailing of initial enrollment kits to The City of Corpus Christi based on United's criteria. Ongoing account management including: • Designated account resources. • Ongoing management and review of benefits and data. Standard accounting structure based on United's criteria: Maximum of 25 distinct suffix/account splits. • Suffixes to accommodate separate claims reporting for different benefit plans. • Claim accounts to accommodate separate claims data for different locations and groups,..............._............................_...._.............................._................._.............................................. Maintenance of up to 3 separate benefit plans. Electronic Bill Presentment and Payment(EBPP),which provides capabilities to: • View invoices online. • Sort and search enrollee information. • Download billing information. • Remit payment online. Online administration services accessed through United's I The City of Corpus Christi reporting is included to the extent Employer eServices Web site including online eligibility I indicated in Section D.eServices The City of Corpus Christi maintenance and claim status inquiry. ' Reporting Services. Online tutorials and toll-free customer service also are available. Summary Plan Description (SPD)Assistance. United will If the SPD is not finalized sufficiently in advance of the prepare a customized draft of an SPD,either for each plan or Effective Date of United's services,United will either(i) multiple plans, as mutually agreed upon with one additional utilize the summary of Plan benefits and exclusions that United draft, in response to The City of Corpus Christi's comments, has created based on its understanding of The City of Corpus and a final draft SPD. "Plan",for purposes of this paragraph, Christi's Plan design and which The City of Corpus Christi has means each individual plan design administered by United. reviewed and approved or(ii)create,at United's discretion,an The SPD will be in English. United will print each SPD in its operational SPD which will be based upon the summary of standard size and with United's standard cover in a quantity Plan benefits that The City of Corpus Christi has reviewed and equal to 110% of the number of Employees participating in approved. United will administer claims and otherwise the plan,and ship to a single location and/or post online. I provide its services in accordance with this summary of Plan benefits and exclusions or operational SPD,as the case may be, We will provide You with an electronic copy of the SPD. 1 and it will govern and remain in full force and effect until a final SPD is provided to United. If United is providing Drafts only or if The City of Corpus Christi is producing the Final SPDs,Printing of SPDs will be at an additional cost. Additional fee applies for SPDs in Spanish............................................................................ Summary of Benefits and Coverage: • Electronic version in United's standard format. • For medical Plans administered by United. • Initial request and up to I amendment per year. 17 B. ELIGIBILITY MANAGEMENT SERVICES Service Comments Standard ID Card production and issuance. United has assumed the addition of The City of Corpus Christi's logo in black and white,in an acceptable format to the • ID card.. ..................................................................................................................................................................................................................................................:........................................................................................................................................................................................................................................................ Alternative member ID numbers generated by United (not based on SSN). .................................................................................................................................................................................................................................................:....................................................................................................................................................................................................................................................... ElectronicEligibility Processing................................................................................................................................................................................................................................................................ Electronic Enrollment processing: • Each submission to be a single consolidated file. Separate eligibility submissions for COBRA. • Initial load of primary physician data(when applicable) to be supplied electronically with ongoing changes submitted via Employer eServicessM Web site. Submission format: • UnitedHealth Group®Standard 3005 Format;HIPAA 834 Compliant Format;or HR-XML format. • Single data source required. Submission frequency: • Changes file daily in combination with a full population file on a monthly schedule. Or • Changes file weekly or bi-weekly in combination with a full population file on a monthly or quarterly schedule. Or • Full file weekly or bi-weekly. Transmission method: • FTP with United's approved encryption or direct connect. C. UNDERWRITING AND FINANCIAL SERVICES Service Comments Overall program accounting(year-end reconciliation). • Claim projections. Annual Projection of cost impact for benefit design changes. Annual Projection of conventional premium equivalent rates. Annual Reserve estimates. Annual government filings of 1099 reports to the IRS regarding payments made to physicians and other health care professionals... • Provide required data necessary to enable The City of Corpus Christi to file Form 5500. D. ESERVICES® THE CITY OF CORPUS CHRISTI REPORTING SERVICES Service Comments An online customer reporting system including up to five customer IDs. Reporting Access Levels: The City of Corpus Christi's access level is based upon its • Standard—Basic report package of"subscription" election. financial and utilization information produced on a pre- scheduled basis. Expanded Level reports are available to customers with Select • Select—In addition to the Standard features,interactive Level reporting on an ad hoc basis for an additional charge per access to eCR tools allowing the user to customize report report. parameters to facilitate detailed views of the data. Includes a broad array of membership and utilization reports. • Expanded—In addition to the Select features,allows the user greater ad-hoc and customizable capabilities to obtain detailed performance information. 18 Service Comments Non-standard or ad hoc reports Fees are determined on a report-specific basis United reserves the right,from time to time,to change the content,format and/or type of its reports. E. CLAIMS ADMINISTRATION SERVICES Service Comments Claims for Plan benefits must be submitted in a form that is satisfactory to United in order for it to determine whether a benefit is payable under the Plan's provisions. The City of Corpus Christi delegates to United the discretion and authority to use United's claim procedures and standards for Plan benefit claim determination. Implementation of The City of Corpus Christi's benefit plans. .... ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Claim history load from one prior carrier using United's standardprocess........................................................................................................................................................................._. ......................................................................................................................................................................._.............................................................................. Standard claims processing including: • Re-pricing and payment of claims. • Auto and manual adjudication using proprietary software. • Claim edit/review and cost containment program • Pending and subsequent claim review. Standard claim forms(when applicable). Medical claim review of specific health care claims to promote coding accuracy,benefit interpretation,and apply reimbursement policy. Standard coordination of benefits for all claims with automated investigation once every 12 months. Production and distribution of monthly Health Statements which summarize all claim activity for the previous month,including remaining account balances for deductibles,out-of-pocket expenses,and other pertinent health-related information to help Participants............................................................................................................................................................................................................................................................. .. .. .......................... ........ Processing of run-out claims(meaning claims incurred prior I If the Agreement terminates because The City of Corpus to the termination date)for six(6)months following Christi fails to pay United fees due,fails to provide the funding termination. I for the payment of benefits,or United terminates for any other material breach,run-out will not apply. The fee for run-out claims processing is equal to the last three months'Standard Medical Service Fees in effect at the time of termination. If The City of Corpus Christi terminates this Agreement at the end of the initial Term,a matured Standard Medical Service Fee will be used as the basis for the run-out fee. United will bill The City of Corpus Christi for the full amount of run-out fee that The City of Corpus Christi owes, generally one month prior to the Agreement's termination date. The full payment of run-out fees is due and payable before run-out claims processing will begin. United will only process run-out claims if The City of Corpus Christi is current with all fee obligations at time of termination. Suspension of Run-out Processing If The City of Corpus Christi does not pay the run-out fees it owes United when due as set forth above, United will notify The City of Corpus Christi. If The City of Corpus Christi does not make the required payment within five(5)business days of United's notice to The City of Corpus Christi,United may stop issuing checks and non-draft payments and suspend its run-out claims processing under this Agreement, such suspension to apply to all claims regardless of dates of service and shall remain in effect until such date when The City of Corpus Christi makes the required payment. 19 Service Comments Termination of Run-out Processing Run-out claims processing will terminate:(I)the date United gives The City of Corpus Christi notice of termination because The City of Corpus Christi did not pay the run-out fees The City of Corpus Christi owed United when due as set forth above,or(2)if The City of Corpus Christi fails to provide the required funds for payment of benefits under the terms of this Agreement. Such termination shall apply to all claims .........................................................................................................................................................................................................................................: regardless of dates of service. Application of subrogation services. Fraud and Abuse Management Recovery Program. I The fee includes all work to identify recovery opportunities, research,conduct data analysis, investigate,negotiate settlements without the use of outside counsel,and draft legal documents. If outside counsel is retained for a group of payers seeking the recovery,a proportionate amount of the outside legal fees, equal to the payer's exposure in the case to the total exposure in the case,will be deducted from the gross recovery amount, after the fee has been deducted. The City of Corpus Christi will be given the option to participate or decline participation in the settlement. Hospital Bill Audit Program. Credit Balance Recovery Program. Advanced Analytics and Recovery Services United or its affiliate will use a combination of large scale analytics,information and analysis to identify post- adjudication claims for additional overpayment opportunities. F. MEMBER SERVICES Service Comments Toll-free access to a customer care unit using a dedicated number Employee access to a member website enabling Participants to: • Check claim status. • Check eligibility information. • Search for providers and online health information. • Online health and well-being information. • Discussion groups and live events with medical professionals. • Order a replacement ID card. G. MEDICARE SERVICES Service • Comments Medicare Secondary Payer Reporting. United shall The City of Corpus Christi agrees to provide to United in a provide to applicable parties the applicable reports in a time timely manner and in an agreed upon format any and all data and manner as required according to the Medicare Secondary that United requires to comply with the Reporting Payer Mandatory Reporting Provisions(the Reporting Requirements. Requirements)in Section 111 of the Medicare,Medicaid and SCHIP Extension Act of 2007. United shall not be responsible for any noncompliance penalties in connection with the Reporting Requirements that are related to The City of Corpus Christi's failure to provide the required data. H. NETWORK SERVICES Service Comments Network access, management and administrative ' Standard on all network plans. activities including physician (and other health care professional) relations, clinical profiling, contracting and 20 Service Comments credentialing,and network analysis and system development. UnitedHealth Premiums Designation Program which Available in designated markets. recognizes physicians and hospitals whose practices are consistent with evidence and consensus-based standards of practice. Network access to chiropractic and complementary alternative medicine providers Transplant Solutions(TS)Services • Transplant Network via Centers of Excellence(COE) • Transplant Access Program(TAP)Network • Extra-Contractual Services-contracting on a case-by case basis for transplant care outside of the COE or TAP Networks for a standard negotiating fee. Reasonable and customary charge guidelines for out of network surgical,medical, lab and x-ray claims. Maximum Non-Network Reimbursement Program (MNRP)for non emergency non-network claims. Shared Savings Program The services under this program provide access to provider Application of the Shared Savings Program provides discounts only and do not include credentialing of providers or additional savings on select non-Network facility and other Network services. United is not responsible for the physician claims not eligible for standard network discounts. medical outcomes or the quality or competence of any provider Program provides access to discounted charges made or facility rendering services under the Shared Savings available to United from health care providers who contract Program. or will negotiate with,a third party to provide such discounted charges. United can terminate the Shared Savings Program at any time for any reason. Access to Extended Networks(leased networks) Available at an additional charge. I. CARE MANAGEMENT AND OUTREACH SERVICES Service Comments Personal Health Support,an integrated personal health Coordination with external vendors is subject to an additional management program using a designated team of nurses and fee. incorporating elements of care management core activities such as case management and support around specific treatment decisions. A pregnancy program,consumer engagement notification program including gaps in care messaging,and a predictive model specific to The City of Corpus Christi are also included. Medical policy functions,as guided by a medical director. Standard on all managed plans. HealtheNote Reminders provides mail-based annual preventive care reminders. Disease Management Programs Coordination with external vendors is subject to an additional fee. Complex Medical Conditions: • Cancer Resource Services • Congenital Heart Disease Resource Services • Healthy Pregnancy • Kidney Resource Services • Parent Steps Infertility Discount Program Online Wellness Coachin Alternate Care Proposals(ACP)which provide appropriate The City of Corpus Christi consents to United's use and and cost effective health care services and supplies administration of the ACP program and delegate to United the alternatives that would otherwise not be covered by the Plan discretion and authority to develop and revise ACPs. Activation programs to engage Participants including, monthly health statements member call services,and access to member portal with consumer messaging...................................... Predictive modeling,using data from a proprietary system, Standard on all managed plans. Integration of Customer's to identify individuals at risk and offer proactive programs to outside vendor's pharmacy data shall be included at no improve their health status. additional charge. 21 J. UNITED BEHAVIORAL HEALTH — MENTAL HEALTH AND SUBSTANCE USE DISORDER SERVICES Service Comments Behavioral Health Solutions,Full Care Management • Network access,development and maintenance. • Ongoing case management. • Outpatient care management. • Inpatient care management. • Outcomes measurement. • Claims processing,adjudication and member services. • Account management,reporting and communication materials. • Interface with employee assistance program(EAP) vendors. • Enhanced Autism Program.................................__............................................ ...i. K. EMPLOYEE HEALTH EDUCATION AND MEDICAL SELF-CARE PROGRAM SERVICES Service Comments NurseLinesM-provides 24-hour access to registered nurses. L. UNITEDHEALTH ALLIES® DISCOUNT PROGRAM Service Comments Core UnitedHealth Allies®Discount Program enabling The Core UnitedHealth Allies®Discount Program can be made plan participants to access pre-negotiated savings on certain available to non-covered employees or employees participating out-of-pocket health care purchases. The discount value i in plans not administered by United for an additional fee. program is not a health insurance plan. M. MANAGED PHARMACY - CARVE OUT Service Comments Integration of external pharmacy vendor data into Integration of Customer's outside vendor's pharmacy data predictive model with a pharmacy benefit manager(PBM) shall be included at no additional charge. with which United has an existing data sharing agreement. P. HEALTH SAVINGS ACCOUNT (HSA) SERVICES Service Comments Standard HSA services. United's affiliate will be The City of Corpus Christi's preferred HSA custodian for eligible employees' HSAs.United will provide the following services in relation to those HSA custodial services: • Pre-enrollment brochures-one per employee. • Human Resources Communication Toolkit. • Provide access to bank account information through a member website for account holders enrolled in health plans administered by United. • Facilitate the opening of HSAs for eligible employees through automated batch eligibility feed to United's affiliate under the terms of Exhibit E. 22 EXHIBIT B-FEES This exhibit lists the fees The City of Corpus Christi must pay United for its services during the term of the Agreement. These fees apply for the period from October 1, 2015 through September 30, 2020. The City of Corpus Christi acknowledges that the amounts paid for administrative services are reasonable. If authorized by The City of Corpus Christi pursuant to this Agreement or by subsequent authorization, certain fees will be paid through a withdrawal from the Bank Account. Standard Medical Service Fees The Standard Medical Service Fees described below, excluding optional and non-standard fees, are adjusted as set forth in the applicable performance standard(s). The Standard Medical Fees listed below are based upon an estimated minimum of 2,605 enrolled Employees The Standard Medical Service Fees are the sum of the following: October 1,2015 through September 30,2016 • $39.29 per Employee per month covered under the Choice Plus portion of the Plan. • $40.34 per Employee per month covered under the Choice Plus with HSA portion of the Plan. October 1,2016 through September 30,2017 • $39.29 per Employee per month covered under the Choice Plus portion of the Plan. • $40.34 per Employee per month covered under the Choice Plus with HSA portion of the Plan. October 1,2017 through September 30,2018 • $40.47 per Employee per month covered under the Choice Plus portion of the Plan. • $41.55 per Employee per month covered under the Choice Plus with HSA portion of the Plan. October 1,2018 through September 30,2019 • $41.68 per Employee per month covered under the Choice Plus portion of the Plan. • $42.80 per Employee per month covered under the Choice Plus with HSA portion of the Plan. October 1,2019 through September 30,2020 • $42.93 per Employee per month covered under the Choice Plus portion of the Plan. • $44.08 per Employee per month covered under the Choice Plus with HSA portion of the Plan. Average Contract Size: 2.07. 23 Other Fees Service Description Fee Fraud and Abuse Management Fee equal to thirty-two and five-tenths percent(32.5%)of the gross recovery amount Hospital Audit Program Services Fee not to exceed thirty-one percent(31%)of the gross recovery amount Credit Balance Recovery Services Fee not to exceed ten percent(10%)of the gross recovery amount. Standardized Summary of Benefits and Coverage(SBC)as United will provide,at no additional charge,standard established under The Patient Protection and Affordable Care format,electronic copies of the SBC documents(twice per Act of 2010 year)for medical benefit plans administered by United. The City of Corpus Christi logos can be included on the SBC at no additional charge. Additional fees will apply for other services. United will not create SBCs for medical plans it does not administer. Third Party Liability Recovery(Subrogation)Services Fee equal to thirty-three and one-third percent(33.3%)of the gross recovery amount Advanced Analytics and Recovery Services Fee equal to twenty four percent(24%)of the gross recovery amount Shared Savings Program The City of Corpus Christi will pay a fee equal to thirty- five percent(35%)of the Savings Obtained as a result of the Shared Savings Program. Savings Obtained means the amount that would have been payable to a health care provider,including amounts payable by both the Participant and the Plan,if no discount were available, minus the amount that is payable to the health care provider,again,including amounts payable by both the Participant and the Plan,after the discount is taken. External Reviews For each subsequent external review beyond 5 total reviews per year,a fee of$500 will apply per review. Transition Credit United will provide a transition credit to help The City of Corpus Christi mitigate costs associated with an administrative service provider change. The transition credit will be paid through a credit to The City of Corpus Christi's fees after(a)the Agreement is executed and (b)the first month's fees have been received by United. This is a one-time first year credit. $50,000 Transition credit 24 EXHIBIT C-PERFORMANCE STANDARDS FOR HEALTH BENEFITS The Standard Medical Service Fees (excluding Optional and Non-Standard Fees and that portion of the Standard Medical Service Fees attributable to Commission Funds, if applicable, as described in Exhibit B), (hereinafter referred to as "Fees in this Exhibit") payable by The City of Corpus Christi under this Agreement will be adjusted through a credit to its fees in accordance with the performance guarantees set forth below unless otherwise defined in the guarantee. Unless otherwise specified, these guarantees apply to medical benefits and are effective for the period beginning October 1, 2015 and ending on September 30, 2016 (each twelve month period is a "Guarantee Period"). With respect to the aspects of United's performance addressed in this exhibit, these fee adjustments are The City of Corpus Christi's exclusive financial remedies. These guarantees will become effective upon the later of(1) the effective date of the Guarantee Period; or (2) the date this Agreement is signed by both parties. In the event these guarantees become effective later than the effective date of the Guarantee Period: (1) quarterly guarantees will become effective beginning with the next calendar quarter following signature of this Agreement by both parties and (2) annual guarantees will become effective commencing with the Term of the Agreement during which this Agreement is signed by both parties. United reserves the right from time to time to replace any report or change the format of any report referenced in these guarantees. In such event,the guarantees will be modified to the degree necessary to carry out the intent of the parties. United shall not be required to meet any of the guarantees provided for in this Agreement or amendments thereto to the extent its failure is due to The City of Corpus Christi's actions or inactions or if United fails to meet these standards due to fire, embargo, strike, war, accident, act of God, acts of terrorism or United's required compliance with any law, regulation, or governmental agency mandate or anything beyond United's reasonable control. Prior to the end of the Guarantee Period, and provided that this Agreement remains in force, United may specify to The City of Corpus Christi in writing new performance guarantees for the subsequent Guarantee Period. If United specifies new performance guarantees, United will also provide The City of Corpus Christi with a new Exhibit that will replace this Exhibit for that subsequent Guarantee Period. Claim is defined as an initial and complete written request for payment of a Plan benefit made by an enrollee, physician, or other healthcare provider on an accepted format. Unless stated otherwise, the claims are limited to medical claims processed through the UNET claims systems. Claims processed and products administered through any other system, including claims for other products such as vision, dental, flexible spending accounts, health reimbursement accounts, health savings accounts, or pharmacy coverage, are not included in the calculation of the performance measurements. Also, services provided under capitated arrangements are not processed as a typical claim;therefore capitated payments are not included in the performance measurements. The maximum penalty payout across all guarantees for the Guarantee Period shall in no circumstances exceed 40% of total fees at risk across all guarantees. 25 Simply Accountable Effective for Policy Year Beginning: October 1,2015 UHC ASO Base Fee $28.91 $903,727 Annual ASO Base Fees Percent of Fees @ Risk 40% $361,000 Annual Fees @ Risk Fees @ Risk $11.56 2,605 Number of Employees Target Claim Factor $517.16 Claim Amount at PEPM Risk Less than $443.98 $105,874 $443.98 up to $455.36 $86,626 The City of Corpus $455.37 up to $467.03 $67,377 Christi Pays Us $467.04 up to $479.01 _ $48,129 $479.02 up to $491.29 $28,880 Risk Free Corridor >>> $491.30 up to $543.02 $- $543.03 up to $556.59 $72,200 $556.60 up to $570.51 $120,321 $570.52 up to $584.77 $168,443 $584.78 up to $599.39 $216,564 UHC pays the customer $599.40 up to $614.38 $264,685 $614.39 up to $629.73 $312,807 $629.74 up to $646.45 $361,000 Assumptions and Caveats: 1 Guarantee is effective for the quoted plan year only. 2 Illustration assumes the following services/programs will be included in the employee benefit plan: -Standard Services: Value Based Contracting Impact, Medical Necessity& Prior Authorization, High Risk Patient Transferal Lists, Specialty RX Transferral Lists -Optional Services: MNRP(110%or 140%), 26 -Optional Services: FULL UBH, Historical Claim Data Load, INN only MHSA, -Optional Services: PHS 2.0 with DM(reduced if PHS 2.0 only), Premium/Tiered/Place of Service, 3 The number of covered employees assumed in this proposal is listed below by plan offering: Assumed _ Quoted Choice Monthly Claim Target Covered _ and Choice Plus Plans Enrollees Factors PSPM 2605 $517.16 COMPOSITE 2605 $517.16 This guarantee only applies to employees enrolled in Choice and Choice+products. 4 Reconciliation will be based actual covered lives by plan during the plan year and the claim target factors by plan listed above. 5 Reconciliation will be based actual claims INCURRED from October 1,2015 to September 30,2016 and PAID from October 1,2015 to December 31,2016 6 Reconciliation will be performed within 180 days but no earlier than 120 days after the close of the plan year. 7 Actual claims include all Medical claims and Pharmacy claims if applicable,except for the following: Benefits for services incurred prior to the effective date of the policy. Losses in excess of$75,000 per covered individual. Losses in excess of usual and customary for out of network claims. Losses associated with benefits not covered by the underlying employee benefit plan,but paid by the employee benefit plan. 8 Maximum guarantee payout is$361,000. 9 Assumes UnitedHealthcare is the only carrier offered. 10 United Healthcare reserves the right to adjust the projected target claim factor or rescind this guarantee under any of the following circumstances: Enrollment in total or by plan varies+/- 10%or more from the assumptions listed in this proposal. An award is not made within 90 days of the issuance of this proposal. Changes in federal,state or other applicable legislation or regulation require changes to this proposal Changes to any of the included services/programs listed in item 2 above. Any changes made to the plan of benefits offered covered by this guarantee. 11 Guarantee is provided in lieu of any Network Discount Guarantees previously quoted. 27 Clinical Program Performance Guarantees Annual Amounts at Risk Guaranteed ` 'letric Business/Operational Definition Programs Included Result �Y2 YI Y2 Y3 Program 100%of Go'live'date(s)as documented in the Implementation Milestones document will PHS,DM Met $0.00 $14,240 $0 $0 Implementation be achieved. OptumHealth requires a minimum 90 day lead time to implement and a minimum 120 day lead time if external data feeds required. This guarantee is void if milestones are missed due to client or third party client agent non-performance or client changes requested during implementation phase. The City of Percent of surveyed program participants who responded"satisfied"or"very satisfied"to PHS,DM Met $0.22 $14.240 $14240 $14.240 Corpus Christi the question: "Overall,how satisfied were you with the nurse on helping you address your Satisfaction health care needs?" Measured at a book of business level. PHS Case %members qualified for telephonic outreach that are either reached by telephone,or PHS 95.0% $0.09 $14,240 $5,696 $5,696 Management receive a minimum of two attempts to reach and an'unable to reach you'letter. Outreach Numerator: Number of qualified members who received a telephone call from OptumHealth representative or receive a minimum of two attempts and an unable to reach you letter. Denominator: Total number of qualified members with valid telephone numbers and mailing addresses. DM Program A minimum of eighty-five percent(85%)of eligible members will participate in the COPD,Asthma,CAD, 85.0% $0.07 $14,240 $4.272 $4,272 Engagement applicable programs. Reported at the program level,guaranteed at the aggregate level CHF,Diabetes (weighted average of all programs) Denominator:Eligible members,as defined by each clinical program,and as validated with initial clinical screenings when appropriate. Numerator: Those individuals in the denominator who engage in the program in a clinically appropriate way as defined by the program and the ID/Stratification process. 28 DM High Risk A minimum of forty percent(40%)of qualified members reached for the outbound call COPD,Asthma,CAD, 40.0% $0.07 $14,240 $4,272 $4,272 Program program will enroll in the applicable program. Reported at the program level,guaranteed CHF,Diabetes Enrollment at the aggregate level(weighted average of all programs) Denominator:Qualified members,as defined by each clinical program,and as validated with initial clinical screenings when appropriate less those with invalid phone numbers Numerator: Those individuals in the denominator who enroll into the program. Compliance Increase EBM standard medication/testing compliance by reducing non-compliant Lipids,Al c,Beta 5.0% $0.11 $0 $7.120 $7,120 populations by 5%for CHF,CAD and Diabetes Blockers Utilization IP/1000 Admit Rate Reduction for CAD/Diabetes and CHF CHF,CAD,Diabetes 3.0% $0.11 $0 $7,120 $7,120 Reduction ROI The integrated medical cost savings will be calculated by comparing the costs of members All PHS and DM 2:1 $0.44 $0 $28,480 $28,480 who participated in the Condition Assistance programs with a matched group of members Programs who did not participate during the 12 month intervention period(with 3 months of claims run out). Several methods will be used to maximize the comparability of the groups including: -participants and non-participants will be matched on characteristics including medical conditions(e.g.co morbidities),risk scores and number of admissions in the past six months,and programs(e.g.CM and/or DM participation). -cost outliers,including catastrophic claimants will be capped at $100,000 in each applicable year. -savings will be calculated by comparing the medical cost trends for the participant and non-participants groups,during the intervention year. Actuarial techniques will be used to blend Book of Business results with Client specific results to mitigate the impact of random variation and small population volatility Total PHS and DM Fees at Risk $1.10 $71,201 $71,201 $71,201 29 EXHIBIT D—BUSINESS ASSOCIATE AGREEMENT HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("Agreement") supplements and is made a part of the master service agreement ("Service Agreement") by and between the City of Corpus Christi ("Client") acting on behalf of the City of Corpus Christi — Citicare Employee Benefit Plan, the City of Corpus Christi — Citicare Public Safety Employee Benefit Plan, the City of Corpus Christi — Public Safety — CHP Plan, the City of Corpus Christi — Citicare Fire Employee Benefit Plan, the City of Corpus Christi — Citicare Alternative Choice Employee Benefit Plan, the City of Corpus Christi Dental Plan (collectively, the "Covered Entity") and United HealthCare Services, Inc. on behalf of itself and its Affiliates ("Business Associate"), and is effective as of August 1, 2011 (the "Effective Date"). RECITALS WHEREAS, Business Associate has been retained to perform functions or activities that require that Business Associate have access to Protected Health Information in relation to the Covered Entity; and WHEREAS, Pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Business Associate and Client desire to execute this Agreement to comply with the terms of the Privacy Rule and Security Rule and the HITECH Act under the American Recovery and Reinvestment Act of 2009 (as defined below). NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto agree as follows: 1. DEFINITIONS Terms used but not otherwise defined in the Agreement shall have the same meaning as those terms in the Privacy Rule and Security Rule. a. "Affiliate", for purposes of this Agreement, shall mean any entity that is a subsidiary of UnitedHealth Group. a. "Breach" shall have the meaning given to it by 45 CFR Section 164.402. b. "Breach Notification Rule" shall mean the Standards for Breach Notification for Unsecured Protected Health Information under HIPAA that is codified at 45 CFR Parts 160 and 164, subparts A and D. c. "Business Associate" shall mean United HealthCare Services, Inc. d. "Compliance Date" shall mean, in each case, the date by which compliance is required under the referenced provision of ARRA and/or its 30 implementing regulations, as applicable; provided that, in any case for which that date occurs prior to the Effective Date of this BAA, the Compliance Date shall mean the Effective Date. e. "Covered Entity" shall mean, collectively, the City of Corpus Christi — Citicare Employee Benefit Plan, the City of Corpus Christi — Citicare Public Safety Employee Benefit Plan, the City of Corpus Christi — Public Safety — CHP Plan the City of Corpus Christi — Citicare Fire Employee Benefit Plan, the City of Corpus Christi — Citicare Alternative Choice Employee Benefit Plan, the City of Corpus Christi Dental Plan and the Medical Expense Flexible Reimbursement Account under the City of Corpus Christi Cafeteria Plan. The City of Corpus Christi serves as plan sponsor of the Covered Entity. f. "Deidentified Data" shall have the same meaning as the term "deidentified data" in 45 CFR Section 164.514. g "Designated Record Set" shall mean a group of records maintained by or for a Covered Entity that is: (i) the medical records and billing records about Individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (iii) used, in whole or in part, by or for the Covered Entity to make decisions about Individuals. For purposes of this definition, the term "record" means any item, collection, or grouping of information that includes Protected Health Information and is maintained, collected, used, or disseminated by or for a Covered Entity. h. "Electronic Protected Health Information" (ePHI) shall mean PHI that is transmitted or maintained in electronic media. i. "Health Care Operations" shall have the same meaning as the term "Health Care Operations" in 45 CFR Section 164.501. j. "HITECH Act" shall mean the provisions of Title XIII, Subtitle D of the American Recovery and Reinvestment Act of 2009, as may be amended from time to time. Any reference to a section of the HITECH Act shall also include any HITECH Regulations related thereto. k. "HITECH Regulations" shall mean any guidance issued relating to the HITECH Act by the Department of Health and Human Services, including the Breach Notification Rule. I. "Individual" shall have the same meaning as the term "individual" in 45 CFR Section 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR Section 164.502(g). m. "Privacy Officer" shall mean the person designated by the Covered Entity to serve as its privacy official within the meaning of 45 CFR 31 164.530(a) and any person to whom the Privacy Officer has delegated any of his or her duties or responsibilities. n. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information that is codified at 45 CFR Parts 160 and 164, subparts A and E. o. "Protected Health Information" or "PHI" shall mean any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under 45 CFR Section 160.103. Protected Health Information shall be limited to the information created or received by Business Associate from or on behalf of Client. p. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR Section 164.103. q. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. r. "Security Rule" shall mean the Security Standards for the Protection of Electronic Protected Health Information under HIPAA that is codified at 45 CFR Parts 160 and 164, subparts A and C. s. "Services" shall mean, to the extent and only to the extent they involve the creation, use or disclosure of PHI, the services provided by Business Associate to Covered Entity under the Agreement, including those set forth in this Agreement in Sections 3(b) through 3(e), as amended by written agreement of the Parties from time to time. t. "Unsecured PHI" shall mean Protected Health Information that is not secured through the use of a technology or methodology that renders such Protected Health Information unusable, unreadable or indecipherable to unauthorized individuals, as specified in guidance issued pursuant to Section 13402(h) of the HITECH Act, including the Breach Notification Rule. 2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE a. Uses and Disclosures. Business Associate agrees to not use or disclose Protected Health Information other than to provide the Services, as permitted or required by this Agreement or the Service Agreement, or in compliance with each applicable requirement of 45 C.F.R. 164.504(e) or as Required By Law. 32 Business Associate shall not use or disclose Protected Health Information in any manner that violates the Privacy Rule or the HITECH Act. To the extent required by the Privacy Rule, Business Associate shall only request, use and/or disclose the minimum amount of Protected Health Information necessary to accomplish the purpose of the request, use and/or disclosure; provided, that Business Associate shall comply with 42 U.S.C. § 17935(b) as of its Compliance Date. The determination of what constitutes the minimum necessary amount of Protected Health Information shall be determined in accordance with the provisions of the Privacy Rule, as amended by Section 13405(b) of the HITECH Act. Business Associate shall not use or disclose Protected Health Information that is genetic information for underwriting purposes, as set forth in the regulations issued pursuant to Section 105 of the Genetic Nondiscrimination Act of 2008. b. Safeguards. Business Associate agrees to implement and use administrative, physical and technical safeguards that (a) reasonably and appropriately protect the confidentiality, integrity and availability of Protected Health Information, in electronic or any other form, that it creates, receives, maintains or transmits on behalf of Covered Entity, in accordance with the Privacy Rule and the Security Rule, and (b) prevents the use or disclosure of Protected Health Information other than as provided for by this Agreement. Business Associate covenants that as of the Compliance Date of 42 U.S.C. § 17931, such safeguards shall also include, without limitation, implementing written policies and procedures in compliance with HIPAA and the HITECH Act set forth in 45 C.F.R. 164.308, 164.310, 164.312, and 164.316, conducting a security risk assessment and training Business Associate's workforce members who will have access to PHI with respect to the policies and procedures adopted to comply with HIPAA and the HITECH Act. Business Associate shall comply with the provisions of 45 CFR Sections 164.308, 164.310, 164.312 and 164.316 with respect to electronic Protected Health Information in the same manner that such provisions apply to a HIPAA covered entity. Business Associate shall also comply with any additional security requirements contained in the HITECH Act and the HITECH Regulations that are applicable to HIPAA covered entities. c. Reporting of Improper Use or Disclosure. Business Associate agrees to report to the Covered Entity's Privacy Officer in writing within ten (10) business days of discovery of any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. Business Associate shall also report any security incident of which it becomes aware to Covered Entity within ten (10) business days of discovery. To the extent that such use or disclosure also constitutes a Breach of Unsecured PHI, the provisions of Section 6 shall apply. 33 d. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. Business Associate agrees to document in writing any steps taken under this section and provide any such documentation to Covered Entity upon request. e. Agents and Subcontractors. Business Associate agrees to require that any agent, including a subcontractor that creates, receives, maintains, or transmits Protected Health Information agrees in writing to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information, including the implementation of reasonable and appropriate measures for safeguarding Protected Health Information. The Business Associate shall insert the substance of this subsection (e) in all such subcontracts provided that the clause shall be modified to treat the subcontractor as the Business Associate. f. Access to Individuals. Within 30 days of receipt of a request from the Covered Entity or an Individual, Business Associate agrees to provide access to Protected Health Information in a Designated Record Set about an Individual, to the Individual in order to meet the requirements under 45 CFR Section 164.524. In the event that Business Associate in connection with the Services uses or maintains an Electronic Health Record of PHI of or about an Individual, then Business Associate shall provide an electronic copy of the PHI, within thirty (30) days after receiving a written request, directly to an Individual or a third party designated by the Individual, all in accordance with 42 U.S.C. § 17935(e) as of its Compliance Date. g. Amendments to Protected Health Information. To the extent that the PHI in Business Associate's possession constitutes a Designated Record Set, within 30 days of receipt of a request from the Covered Entity or an Individual, Business Associate agrees to make any reasonable amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity or the Individual directs or agrees to pursuant to 45 CFR Section 164.526 at the request of Covered Entity or an Individual. h. Access by Secretary. Business Associate agrees to make internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary, in a reasonable time and manner as designated by the Secretary for purposes of the Secretary determining Covered Entity's compliance with HIPAA. UHC will provide a copy of such information to the Covered Entity. i. Disclosure Documentation. Business Associate agrees to document such disclosures of Protected Health Information and information related 34 to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Section 164.528. Within 30 days of receipt of a request from the Covered Entity or an Individual, Business Associate agrees to provide to the Individual information collected in accordance with this subsection to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR Section 164.528. In the event that Business Associate in connection with the Services uses or maintains an Electronic Health Record of PHI of or about an Individual, then Business Associate shall, when and as directed by Covered Entity or when requested by an Individual, make an accounting of disclosures of PHI directly to an Individual within thirty (30) days after receiving a written request, in accordance with the requirements for accounting for disclosures made through an Electronic Health Record in 42 U.S.C. § 17935(c) as of its Compliance Date. j. Training. Business Associate agrees to train its workforce members who handle Covered Entity's Protected Health Information about the Business Associate's obligations and permitted uses and disclosures under the Privacy Rule. Business Associate also agrees to train its workforce members as to Business Associate's obligations and duties under the HITECH Act, including the Breach Notification Rule. k. Compliance with the HITECH Act. To the extent not already referenced in this Agreement, the requirements applicable to Business Associate under the HITECH Act are hereby incorporated by reference into the Agreement. Business Associate agrees to comply, as of the applicable Compliance Dates of each such HIPAA obligation, with the requirements imposed by the HITECH Act and HITECH Regulations. Business Associate acknowledges that it is directly subject to the Security Rule, the Breach Notification Rule and applicable provisions of the Privacy Rule and Business Associate agrees to comply with its duties under such provisions of HIPAA. 3. PERMITTED USES BY BUSINESS ASSOCIATE a. Service Agreement. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Service Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. b. Other Permitted Usage. Except as otherwise limited in this Agreement or the Service Agreement, Business Associate may use and disclose to subcontractors and agents Protected Health Information for the proper 35 management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that any third party to which Business Associates discloses PHI for those purposes provides written assurances in advance that: (i) the information will be held confidentially and used or further disclosed only as Required by Law; (ii) the information will be used only for the purpose for which it was disclosed to the third party; and (iii) the third party promptly will notify Business Associate of any instances of which it becomes aware in which the confidentiality of the information has been breached. In addition, Business Associate may use Protected Health Information to provide Data Aggregation services including through subcontractors and agents as permitted by 45 CFR Section 164.504(e)(2)(i)(B). c. De-identified Information. Business Associate may de-identify any and all PHI obtained by Business Associate under this Agreement, which De- identified information does not constitute PHI, is not subject to this Agreement and may be used and disclosed on Business Associate's own behalf, all in accordance with the De-identification requirements of the Privacy Rule. d. Research. Business Associate may identify Research projects conducted by Business Associate, its Affiliates or third parties for which PHI may be relevant; obtain an Institutional Review Board or privacy board waiver that meets the requirements of 45 C.F.R. 164.512(i)(1) (each an "Authorization" or "Waiver") related to such projects; obtain on behalf of Covered Entity documentation of individual authorizations after receiving written approval by Covered Entity which shall be provided within (10) days from the receipt of request provided that Business Associate does not receive Covered Entity's disapproval in writing within ten (10) days of Covered Entity's receipt of Required Documentation; . Unless Business Associate obtains an Authorization from an individual allowing PHI to be used for Research, the data shall not be used for Research). Business Associate may make PHI available for reviews preparatory to Research and obtain and maintain written representations in accord with 45 C.F.R. 164.512(i)(1)(ii) that the requested PHI is sought solely as necessary to prepare a Research protocol or for similar purposes preparatory to Research, that the PHI is necessary for the Research, and that no PHI will be removed from the location in which it is being held on behalf of the Covered Entity in the course of the review. e. Limited Data Sets. Business Associate may use the PHI to create a Limited Data Set ("LDS") in compliance with 45 C.F.R. 164.514(e). 36 f. LDS and Research. Business Associate may use and disclose the LDS referenced in Section 3 (e) solely for Research, Health Care Operations, or Public Health purposes provided that Business Associate shall: (i) not use or further disclose the information other than as permitted by this Section 3 (f) or as otherwise Required by Law; (ii) use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Section 3 (f); (iii) report to Covered Entity any use or disclosure of the information not provided for by this Section of which Business Associate becomes aware; (iv) ensure that any agents or subcontractors to whom Business Associate provides the LDS agree to the same restrictions and conditions that apply to Business Associate with respect to such information; and (v) not identify the information or contact the individuals. 4. OBLIGATIONS OF COVERED ENTITY a. Privacy Practices. Covered Entity represents that it has ensured, and has received certification from Plan Sponsor, that Plan Sponsor has taken the appropriate steps in accordance with 45 C.F.R. 164.504(f) and 45 C.F.R. 164.314(b) to enable Business Associate on behalf of Covered Entity to disclose PHI to Plan Sponsor, including but not limited to amending its Plan documents to incorporate, and agreeing to, the requirements set forth in 45 C.F.R. 164.504(f)(2) and 45 C.F.R. 164.314(b). Covered Entity shall ensure that only employees authorized under 45 C.F.R. 164.504(f) shall have access to the PHI disclosed by Business Associate to Plan Sponsor. b. Change in right to use Protected Health Information. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use and disclosure of Protected Health Information. c. Change in Restrictions Regarding Protected Health Information Covered Entity shall not, without Business Associate's prior consent, agree to any restriction to the use or disclosure of Protected Health Information in accordance with 45 CFR Section 164.522(a) or include any restriction in Covered Entity's notice of privacy practices under 45 C.F.R. 164.520, to the extent that such restriction may affect Business Associate's use and/or disclosure of Protected Health Information. d. Covered Entity Representative. Covered Entity shall notify Business Associate of those employees of Covered Entity who are authorized to receive Protected Health Information from Business Associate. e. Minimum Necessary PHI. Covered Entity will provide, or direct its other business associates to provide, to Business Associate only the minimum PHI necessary to accomplish the Services. 37 f. Safeguards. Covered Entity shall be responsible for using, or directing its other business associates to use, administrative, physical and technical safeguards at all times to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to the Agreement, including this BAA, in accordance with the standards and requirements of HIPAA, until such PHI is received by Business Associate. g. Authorizations. Covered Entity shall obtain any consent or authorization that may be required by applicable federal or state laws and regulations prior to furnishing, or directing any of its other business associates to furnish, the PHI to Business Associate. 5. PERMISSIBLE REQUESTS BY COVERED ENTITY Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 6. DUTIES OF BUSINESS ASSOCIATE UPON BREACH OF UNSECURED PHI a. Timing for Business Associate to Notify Covered Entity of Breach. Upon Business Associate's discovery of a Breach of Unsecured PHI , Business Associate shall provide written notice of the Breach to the Covered Entity's Privacy Officer as soon as administratively practicable (and in no case later than ten (10) business days after such discovery). The content of such written notice of the Breach shall comply with the requirements of 45 CFR Section 164.410(c). Business Associate shall apply the provisions of 45 CFR Section 164.410 in determining when a Breach is treated as discovered. b. Cooperation. Upon notifying Covered Entity of the discovery of a Breach of Unsecured PHI that is attributable to Business Associate's (or an agent or subcontractor of Business Associate) services provided to Covered Entity under the Agreement in accordance with 6(a) above, Business Associate shall provide Covered Entity the details of the Breach and shall notify all appropriate parties as required by the Breach Notification Rule. Further, Business Associate shall determine whether such Breach that is attributable solely to Business Associate's (or an agent or subcontractor of Business Associate) failure to comply with one or more of its obligations under this Agreement requires notice under the Breach Notification Rules, including a risk assessment. c. Documentation Requirement. Business Associate shall maintain written records relating to (i) each Breach of Unsecured PHI and (ii) each suspected Breach which is later determined to not constitute a Breach of Unsecured PHI for a period of the lesser of eight (8) years. Business Associate shall maintain records relating to actual or suspected Breaches 38 (even if it is determined that no notice is required under the Breach Notification Rules), including all risk assessments for determining risk of harm to affected individuals and all analyses of whether the Breach Notification Rules are implicated by an actual or suspected Breach. Business Associate shall also maintain all records relating to actions taken in response to a Breach of Unsecured PHI, including all notices provided in accordance with the Breach Notification Rule, all steps to mitigate harm caused by the Breach and all corrective action steps taken to prevent a future similar Breach. Business Associate shall provide such records to Covered Entity upon Covered Entity's request as soon as administratively practical, consistent with the Privacy Rule and Covered Entity's obligation under the Privacy Rule. d. Log of Small Breaches. If a Breach of Unsecured PHI involves less than 500 individuals, the Business Associate shall maintain a log or other documentation of the Breach which contains the information required to report such Breach to the Secretary in accordance with the requirements of 45 CFR Section 164.408(c). Business Associate shall provide all necessary information to the Covered Entity no later than thirty (30) days after the end of each year the Agreement is in place so Covered Entity can notify HHS in the manner specified in the Breach Notification Requirements and on the HHS website. Notwithstanding the foregoing, nothing herein shall prohibit Business Associate from sending notices it is legally obligated to provide directly to HHS. e. Notification Requirements. Business Associate shall prepare and provide individual notices (as required under 45 CFR Section 164.404) and media notice (as required under 45 CFR Section 164.406) for any Breach of Unsecured PHI that is attributable to Business Associate's (or an agent or subcontractor of Business Associate) services provided to Covered Entity. Business Associate shall provide notice to the Secretary upon written request or approval by Covered Entity, in accordance with 45 CFR Section 164.408(b) and (c) for any Breach of Unsecured PHI that is attributable to Business Associate's (or an agent or subcontractor of Business Associate). Prior to providing any such notice to an Individual, the media, or the Secretary, Business Associate shall provide the Covered Entity's Privacy Officer with a copy of the template notification letter to be sent to Individuals, media release or disclosure to the Secretary. If the media notification will refer to Covered Entity or the Plan because the Breach impacted only Covered Entity's members, Business Associate will obtain Covered Entity's prior approval of the form and content of such media notification. The content of such notice shall comply with the requirements of the Privacy Rule. Covered Entity may review and comment on the media notice within 5 business days of receipt of such notice from Business Associate or else such notice shall be deemed approved by the Covered Entity. 39 Business Associate shall comply with all timeframes for providing such notices in accordance with the requirements of the Breach Notification Rule. Further, the content, form and delivery of each of the notices shall comply with the requirements of the Breach Notification Rule and all guidance published by the Secretary for complying with the Breach Notification Rule. f. Expenses Associated with a Breach. If a Breach of Unsecured PHI is attributable solely to Business Associate's (or an agent or subcontractor of Business Associate) services provided to Covered Entity, Business Associate shall be liable for and pay all reasonable and actual costs associated with preparing and providing the notices required by the Breach Notification Rule, including but not limited to labor costs, postage, expenses relating to substitute notice. 7. TERM AND TERMINATION a. Term. This Agreement will begin on the Effective Date, and will continue until terminated in accordance herein. b. Termination. 1) Termination for Cause. Upon either party's knowledge of a material breach of this Agreement by the other party, the non-breaching party shall provide not less than 30 days written notice of its intent to terminate the Agreement if the breaching party does not cure such material breach no later than the end of the written notice period. If the breaching party does not cure the breach within such time, then the non-breaching party may, in its sole discretion, immediately terminate this Agreement. If termination of this Agreement is not feasible, the non-breaching party shall report the violation to the Secretary. 2) Termination without Cause and Termination of the Service Agreement. Either party may terminate this Agreement effective upon 30 days advance written notice to the other party given with or without any reason if Business Associate no longer performs services for Covered Entity requiring the use or disclosure of protected health information. This Agreement will immediately terminate if the Service Agreement terminates. The effective date of such termination will be the same as the effective date that the Service Agreement terminates. c. Effect of Termination. Except as provided in the next paragraph, upon termination of this Agreement for any reason, Business Associate shall return or destroy all Protected Health information received from the Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information, except in cases of actual or threatened litigation or if required by law. This provision shall apply to Protected 40 Health Information that is in the possession of subcontractors or agents of Business Associate. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. d. Cooperation. Each Party shall cooperate in good faith in all respects with the other Party in connection with any request by a federal or state governmental authority for additional information and documents or any governmental investigation, complaint, action or other inquiry 8. MISCELLANEOUS a. Regulatory References. Any reference in this Agreement to a section in the Privacy Rule, Security Rule, Breach Notification Rule or HITECH Act means the section as in effect or as amended. b. Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule, Security Rule, the Breach Notification Rule or any other requirements of the HITECH Act. c. Survival. The respective rights and obligations of Business Associate under Sections 3(f), 6, 7(c), 7(d), 8(b), 8(d), and 8(e) shall survive the termination of this Agreement. d. Interpretation; Conflict. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule, Security Rule, the Breach Notification Rule or any other requirements of the HITECH Act. In addition, to the extent this Agreement, only as it relates to the Privacy Rule, the Security Rule, the Breach Notification Rule or any other requirements of the HITECH Act and Protected Health Information, is inconsistent with the terms of the Service Agreement, the terms of this Agreement shall govern. To the extent the Service Agreement conflicts with the terms of this Agreement unrelated to the Privacy Rule, the Security Rule, the Breach Notification Rule or any other requirements of the HITECH Act and Protected Health Information, the terms of the Service Agreement shall govern. All terms of the Service Agreement not in conflict with this Agreement remain in full force and effect. e. No Third-Party Beneficiaries. This Agreement is entered into by and among the parties hereto solely for their benefit. The parties have not 41 created or established any third-party beneficiary status or rights in any person or entity not a party hereto including, but not limited to, any individual, provider, subcontractor, or other third-party, and no such third- party will have any right to enforce any right or enjoy any benefit created or established under this Agreement. f. Force Majeure. The obligations of any party under this Agreement will be suspended for the duration of any force majeure applicable to that party. The term "force majeure" means any cause not reasonably within the control of the party claiming suspension, including, without limitation, an act of God, industrial disturbance, war, riot, weather-related disaster, earthquake and governmental action. The party claiming suspension under this Section will take reasonable steps to resume performance as soon as possible without incurring unreasonably excessive costs. g. Entire Agreement; Amendments; Facsimile. This Agreement including any riders, attachments or amendments hereto, constitutes the entire agreement among the parties with respect to the Privacy Rule, the Security Rule, the Breach Notification Rule and any other requirements of the HITECH Act. This Agreement supersedes any prior agreement or understandings pertaining to HIPAA obligations between the parties, whether oral or written, and may be amended only by a writing executed by authorized representatives of both parties. A facsimile or other reproductive type copy of this Agreement, so long as signed by all parties, will be considered an original and will be fully enforceable against all parties. h. Choice of Law. This Agreement is made in and will be governed by, and construed in accordance with, the laws of the State of Texas without regard to principles of conflict or choice of law. Assignment. Either party may assign this Agreement, including all of its rights and obligations, subject to the terms and conditions of the Service Agreement. j. Headings. All headings are for convenience only and may not be deemed to limit, define or restrict the meaning or contents of the Sections. k. Unenforceable Provisions. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in effect and the illegal or unenforceable provision will be modified so as to conform to the original intent of this Agreement to the greatest extent legally permissible. Notwithstanding the foregoing, if any such modification causes a material change in the obligations or rights of any party, upon written notice from one party to the other of the adverse effect thereof upon such notifying party, and then if the parties are not able to mutually agree as to an amendment hereto, any 42 party may terminate this Agreement upon 30 days written notice to the other parties. I. Indemnity. Business Associate shall indemnify and hold harmless The City of Corpus Christi its officers and employees from all third party claims for injury to, or death of, persons and damage to, or loss of, physical property directly due to activities of itself, its agents, contractors, officers, or employees, performed under this Agreement and which result from the negligence or willful misconduct of the Business Associate or of any person employed by the Business Associate. The Business Associate shall also indemnify and hold harmless The City of Corpus Christi, its officers and employees from any and all expenses, including attorney fees, which might be incurred by The City of Corpus Christi, its officers and employees as a result of such activities by the Business Associate, its agents, contractors, officers, and employees. m. Notices. Any notice required pursuant to this Agreement must be in writing and sent by registered or certified mail, return receipt requested, by fax with proof of delivery, or by a nationally recognized private overnight carrier with proof of delivery, to the addresses of the parties set forth below in this Agreement. The date of notice will be the date on which the recipient receives notice or refuses delivery. All notices must be addressed as follows or to such other address as a party may identify in a notice to the other party: To Business Associate: To Covered Entity: UnitedHealthcare City of Corpus Christi 2000 West Loop S 1201 Leopard Street Suite 900, TX034-1000 Corpus Christi, TX 78401 Houston, TX 77027 Attn: Carolina G. Walker Attn: Benefits Manager, Steve Viera Fax: 877-650-3084 Fax: 361-844-1730 Email: cgwalker(c�uhc.com Email: SteveV@cctexas.com n. Waiver. A waiver of a breach or default under this Agreement is not a waiver of any other or subsequent breach or default. A failure or delay in enforcing compliance with any term or condition of this Agreement does not constitute a waiver of such term or condition unless it is expressly waived in writing. o. Negotiated Agreement. Each party acknowledges that this Agreement resulted from negotiations by and among all parties, and therefore any 43 rule of construction requiring ambiguities to be construed against the drafter of an agreement will not apply to any provision of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement the day and date first above written by their duly authorized officers for and on behalf of said entity. BUSINESS ASSOCIATE THE CITY OF CORPUS CHRISTI By' Zi L ,/1 &&O I. Il_ By: MA- Name: Holly Durinick Name: Ronald L. Olson Title: Regional Contract Manager Title: City Manager Date: 73-1 (canI,s-- Date: 8I a i ' (5 44 EXHIBIT E-HEALTH SAVINGS ACCOUNT ENROLLMENT AND CONTRIBUTION Important'Note About fallairTederal and state laws and reinlat(OW require United to have an executed document with The City of Corpus Christi in advance of implementation of The City of Corpus Christi's Participant HSAs, most notably prior to the receipt of HSA eligibility and account setup information from The City of Corpus Christi. This only applies if The City of Corpus Christi opts to send HSA information for Participants directly to United. If The City of Corpus Christi chooses this option, United needs to expedite signature of this Exhibit so as to not delay HSA implementation. This Exhibit is structured to be executed separately from the agreement if need be. If The City of Corpus Christi opts to have its Participants work directly with Optum Bank for the .� ,r,e,;:a�€� .a,�, ' Fr.; r m �a,,'a,�r. ��;��yr.l�,•� �n .d�:�E� ��,,, ,�,' ' � '. �l e.,,�. r�� ` This Health Savings Account Enrollment and Contribution Exhibit (the "HSA Exhibit") is made to the Administrative Services Agreement("Agreement")between United HealthCare Services, Inc. on behalf of itself and its Affiliates, including Optum Bank, Inc., a Utah chartered FDIC insured financial institution, (the "Bank"), and City of Corpus Christi("The City of Corpus Christi"),and is effective on October 1,2015 The Parties hereby agree as follows: 1. HSA Documentation. A deposit and custodial agreement (together with other HSA notices, disclosures or information as each may be amended from time to time, the "HSA Documentation") between eligible employees who are approved by the Bank to establish a HSA ("Account Holders") and the Bank governs the rights and obligations of the Account Holder and Bank with regard to the HSA custodial services and nothing in the Agreement or this HSA Exhibit modifies or amends the terms of any HSA Documentation. 2. Contributions. The City of Corpus Christi may forward payroll deduction contributions and other contributions to Bank in a manner and form acceptable to Bank. Bank shall have no liability for any payroll deduction files or funds not received by Bank or for any error in crediting contributions to HSAs in reliance on data provided by The City of Corpus Christi. The City of Corpus Christi's HSA contributions are non-forfeitable and subject to the rules restricting recoupment by employers. 3. Account Holder Employment Termination. The City of Corpus Christi shall notify Bank of an Account Holder's termination of employment as soon as administratively feasible and in a manner acceptable to Bank and shall provide Bank with any other information requested by Bank from time to time to comply with applicable law. 4. Representations, Warranties and Obligations. If The City of Corpus Christi provides assistance in opening and administering HSAs, then The City of Corpus Christi represents and warrants that The City of Corpus Christi has been designated by each prospective Account Holder as their authorized agent and The City of Corpus Christi: (i)have verified the identity and eligibility pursuant to Section 223 of the Code of each prospective Account Holder in accordance with applicable laws; (ii) have designed The City of Corpus Christi benefits enrollment systems to prevent fraud in the enrollment process;(iii)will, for a period of seven(7)years,maintain records of(a)The City of Corpus Christi's designation as authorized agent, (b) authorizations from each prospective Account Holder authorizing The City of Corpus Christi to open and administer a HSA with Bank, (c) prospective Account Holder enrollments and debit card request, and (d) any other information and documents related to The City of Corpus Christi opening and administering the HSA;and(iv)agree to take such actions or provide any information requested by the Bank in order to open and administer a HSA and comply with any statute, regulation or governmental mandate as deemed necessary and appropriate by Bank. 5. Patriot Act Notice. As authorized agent for each Account Holder, The City of Corpus Christi hereby: (i)accept the following Patriot Act Notice: "IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT — To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. United may also ask to see your driver's license or other identifying documents" and(ii)represent and warrant that The City of Corpus Christi has provided each prospective Account Holder with the Patriot Act Notice during enrollment. 45 6. Request to Open Account. As an authorized agent with respect to each prospective Account Holder,The City of Corpus Christi hereby requests that Bank open a HSA for and issue a debit card to each prospective Account Holder and The City of Corpus Christi agrees that monthly account statements related to each HSA shall be provided to each Account Holder electronically. 7. Communications. The City of Corpus Christi will provide the Bank a list of all personnel authorized by The City of Corpus Christi to receive and furnish information under the Agreement and The City of Corpus Christi hereby authorizes Bank to honor or act upon any facsimile, electronic direction/data transmission, mail and other order, instruction, action or transmission from The City of Corpus Christi or The City of Corpus Christi authorized personnel ("Employer Communication"). The City of Corpus Christi is responsible for the accuracy and completeness of any Employer Communication and The City of Corpus Christi is solely responsible for any adverse consequences that may result from errors or inaccuracies within any Employer Communication. Bank will act within a reasonable time after receipt of any communication The City of Corpus Christi shall be responsible for all costs and expenses incurred by Bank for error correction undertaken by Bank as a result of an erroneous Employer Communication to Bank. 8. Limitation of Liability. Bank will not be responsible for claims, damages or liabilities resulting from: (i)acts or omissions based on instructions or directions received from The City of Corpus Christi or The City of Corpus Christi agents, representatives or employees; or(ii)errors caused by incomplete, inaccurate or untimely information provided by The City of Corpus Christi or The City of Corpus Christi agents, representatives or employees, or The City of Corpus Christi's failure to perform its obligations as required by the Agreement and this HSA Exhibit. Section 7.2 of the Agreement shall not apply to the Bank or to services performed pursuant to this HSA Exhibit. 9. Mutual Fund Investments. In the event The City of Corpus Christi elects to offer eligible Account Holders the ability to invest HSA funds,The City of Corpus Christi acknowledges and agrees that: (a)the Bank is not a fiduciary in any capacity is not responsible for any mutual funds selected by its registered investment advisor or The City of Corpus Christi; (b) the Bank will not provide any investment advice to any Account Holder; (c) the Bank has no duty to determine whether Account Holders are afforded a reasonable choice of investment options, monitor the mutual funds, or determine the suitability of such funds; (d) the Bank is under no obligation to substitute, replace and/or remove any mutual funds offered to Account Holders; (e) if the Bank has agreed in writing to allow The City of Corpus Christi to select additional or alternative mutual funds, any such mutual funds consist of a subset of mutual fund investments offered under The City of Corpus Christi's 401(k)plan. The City of Corpus Christi will be liable to and will defend, indemnify and hold harmless the Bank, its Affiliates and their respective officers,directors, employees, successors and permitted assigns from and against any and all liability, damages, costs, losses and expenses, penalties or excise taxes, including attorneys' fees, disbursements and court costs, imposed upon or incurred by the Bank in connection with any threatened, pending, or adjudicated claim, demand, action, suit or proceeding arising in connection with any mutual fund added at The City of Corpus Christi's request. 10. Election to Pay Fees. In the event The City of Corpus Christi or The City of Corpus Christi designee pays the monthly fee for an Account Holder, The City of Corpus Christi shall continue to pay such fee on behalf of the Account Holder until the first of the month following thirty one (31) calendar days after the date the Bank receives written notice that The City of Corpus Christi will no longer pay such fees on behalf of the Account Holder. Unpaid fees may be charged by the Bank to each Account Holder's HSA. 11. Confidentiality and Privacy. All of the Bank's confidentiality obligations to an Account Holder are contained in the HSA Documentation. Confidential Information about an Account Holder that is provided to the Bank, by either the Account Holder, or The City of Corpus Christi as an authorized agent, is provided pursuant to the HSA Documentation between Account Holders and the Bank. The Bank is not receiving The City of Corpus Christi's Confidential Information pursuant to the Agreement or this HSA Exhibit. To the extent The City of Corpus Christi receives information about HSAs and Account Holders from the Bank, The City of Corpus Christi shall employ measures designed to ensure the security and confidentiality of Account Holder information in connection with the HSAs and Account Holders, protect against reasonably foreseeable threats to the security or integrity of such information, protect against unauthorized access to or use of such information and ensure the proper disposal of Account Holder information. The City of Corpus Christi understands that Bank is not a"covered entity", "business associate" or "plan sponsor" as those terms are defined by the Health Insurance Portability and Accountability Act of 1996,and the amendments and regulations related thereto. 46 12. Termination. Bank may terminate the services described in this HSA Exhibit immediately if at any time The City of Corpus Christi fails to comply with any of its material obligations,The City of Corpus Christi is appointed a receiver, a general assignment is made for the benefit of its creditors, a bankruptcy proceeding has been commenced,or any representation made or information provided is false or misleading in any material respect when made or provided. Termination of this HSA Exhibit or the Agreement will not terminate Bank's provision of services to Account Holders. 13. Amendments. The Bank may unilaterally amend the Agreement as it may determine, in its reasonable discretion, if necessary for the HSA Exhibit to comply with applicable laws,rules and regulations(including without limitation, HIPAA)by providing written notice of such amendment to The City of Corpus Christi (an "Amendment Notice"). Such amendment shall be effective upon receipt of the Amendment Notice or such other date specified in the Amendment Notice. All other amendments shall be by mutual written agreement by an authorized officer of each of the parties. 14. Regulatory Audits. The City of Corpus Christi shall make its facilities,systems,personnel,and records,related to its performance under this Agreement available for audit when required by applicable law or by state or federal bank regulatory authorities with jurisdiction over Bank. 15. Survival. The provisions of this Agreement that by their operation or effect apply after the expiration or termination of this Agreement will apply after such expiration or termination, including but not limited to Sections 4,7,8, 11, 14, 15 and 16. 16. Governing Law.The Bank is chartered and located in the State of Utah and as such,the HSAs are governed by Utah laws and regulations. Accordingly, this HSA Exhibit shall be governed by laws of the state of Utah without giving effect to its conflicts of law provisions. By signing below,each party agrees to the terms of this Exhibit. United HealthCare Services, Inc. City of Corpus Christi 185 Asylum Street 1201 Leopard St Hartford,CT 06103-3408 Corpus Christi,TX 78401 11 ilonstiatoc,_, e Ho �I urt k Ronald L.OI n • ional Co tract Manager City Manager Rita' /15 Date Date 47